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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended April 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)    
For the transition period from         to        

Commission File No. 1-8061                       

			      FREQUENCY ELECTRONICS, INC.       
(Exact name of Registrant as specified in its charter)

	  Delaware                                11-1986657    
(State or other jurisdiction of         (I.R.S. Employer Identification
No.) incorporation or organization)


55 CHARLES LINDBERGH BLVD., MITCHEL FIELD, N.Y.      11553           

(Address of principal executive offices)           (Zip Code)                


Registrant's telephone number, including area code: 516-794-4500

Securities registered pursuant to Section 12 (b) of the Act:



					 Name of each exchange on 
Title of each class                       which registered    

Common Stock (par value                 American Stock Exchange, Inc.
$1.00 per share)

Securities registered pursuant to Section 12 (g) of the Act:

None

(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days 

Yes  X   No    

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]

 The aggregate market value of voting stock held by
non-affiliates of the Registrant as of June 30,1995 - $13,114,800.

   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 The number of shares outstanding of Registrant's Common
Stock, par value $1.00 as of June 30,1995 - 5,031,995.

DOCUMENTS INCORPORATED BY REFERENCE:  PART III incorporates
information by reference from the definitive proxy statement for
the Annual Meeting of Stockholders to be held on October 10,1995.



(Cover Page 1 of 71 pages)
Exhibit Index at Page 61
PART I

Item 1.  Business

GENERAL DISCUSSION

Frequency Electronics, Inc. (sometimes referred to as
"Registrant", "Frequency Electronics" or "Company") was founded
in 1961 as a research and development firm in the area of time
and frequency control. Unless the context indicates otherwise,
references to the Registrant are to Frequency Electronics, Inc.
and its subsidiaries.

Frequency Electronics was incorporated in Delaware in 1968 and
became the successor to the business of Frequency Electronics,
Inc., a New York corporation, organized in 1961. The principal
executive office of Frequency Electronics is located at 55
Charles Lindbergh Boulevard, Mitchel Field, New York 11553. Its
telephone number is 516-794-4500.

The current authorized capital of the Registrant consists of
20,000,000 shares of $1.00 par value common stock, of which
5,041,995 shares were outstanding at April 30, 1995, and 600,000
shares of $1.00 par value preferred stock, none of which have
been issued to date.

Since its inception, Registrant has been involved principally in
military defense contracting by way of the design, development,
manufacture, and marketing of precision time and frequency
control products. Its products are used in guidance and
navigation, communications, surveillance and electronic counter
measure and timing systems, and are used on many of the United
States' most sophisticated military aircraft, satellites, and
missiles.  In recent years, changing defense priorities and
severe federal government budget pressures have significantly
changed the market environment for defense related products. 
Total U.S. Government defense and space acquisitions have
declined steeply, and further cuts are projected over the coming
years.  As a consequence, many major U.S. Government contracts
have been subjected to program stretch-outs. The Registrant's
business is highly dependent upon the defense and space spending
policies of the U.S. Government. Any substantial reduction in
government spending or change in emphasis in the government's
defense and space programs would have a material adverse effect
upon the Registrant's business.  For additional factors which
may have had an adverse effect on Registrant's business with the
U.S. Government, the materiality, if any, or extent of which
effect is not readily ascertainable by Registrant at this time,
reference is made to the subtopic "Material Developments" of
this Item 1 and to Item 3.

In an effort to better serve customers on a more competitive
basis, Registrant has segmented its operations into two
principal industries:  Defense and space for United States
Government end use, and commercial communications and non-U.S.
defense and space.  The Registrant's commercial communications
and commercial space programs have been transferred to and are
now produced by its wholly owned subsidiary FEI Communications,
Inc. ("FEIC"). FEIC was incorporated in Delaware in December
1991, and was created as a separate subsidiary company to
provide ownership and management of assets and other services
appropriate for commercial clients, both domestic and foreign.
Registrant believes that as a separate entity operational
flexibility and efficiency would be enhanced.

For the years ended April 30, 1995, 1994 and 1993, approximately
75%, 69% and 76%, respectively of the Registrant's sales were
for U.S. Government end use.  During fiscal 1995, approximately
25% of the Registrant's sales were for commercial products, used
for commercial communications, commercial space applications and
foreign government end use.  Registrant believes a substantial
commercial market exists  and has developed several new product
lines:

Commercial Rubidium Atomic Standard:  An extremely small, low
cost, low phase noise, stable atomic standard ideally suited for
use in advanced cellular  communications, wireless
telecommunications and navigation applications.

Subminiature Oven Controlled Commercial Quartz Crystal
Oscillator: A low cost, small size, precision crystal oscillator
suited for high end performance required in satellite
transmissions, airborne telephony, and geophysical survey
positioning systems.

VSAT Transceivers:  Used in satellite communications for private
data and voice earth stations and are currently under test and
evaluation. The objective is to manufacture VSAT products for
both the domestic and export markets through joint venture
arrangements. Registrant is presently marketing its other
products through a representative Chinese Company engaged in the
electronics business. A family of three product lines is planned
to meet customer needs. The Registrant has received its first
contract for VSAT's in China.

MATERIAL DEVELOPMENTS

On November 17, 1993 Registrant was indicted on criminal charges
alleging conspiracy and fraud in connection with six contracts
for which Registrant was a subcontractor.  In addition, two
derivative actions have been filed against the Board of
Directors essentially seeking recovery on behalf of the Company
for any losses it incurs as a result of the indictment. On
December 14, 1993 Registrant was notified by the U.S. Department
of the Air Force that it had been suspended from contracting
with any agency of the government.  Current contracted programs
are not affected by this suspension. Certain exceptions will
apply if a compelling reason exists. The suspension is temporary
subject to the outcome of the legal proceedings in connection
with the indictment. The Company and the individual defendants
have pleaded not guilty to all criminal charges, have denied all
civil allegations, and will vigorously contest all charges and
allegations. See Item 3 - Legal Proceedings.

PRODUCTS

Since its inception, Registrant has been involved in the design,
development, manufacture and marketing of precision time and
frequency control products. Using the technology the Registrant
has developed in time and frequency products for limited
applications, the Registrant has modified a number of products
for wider application in the much broader navigation,
communications and electronic warfare markets and non-military
commercial markets.

The Registrant's products are used in guidance and navigation,
communications, surveillance and electronic countermeasure and
timing systems. These products are built in accordance with
Department of Defense or customer standards and are used on many
of the United States' most sophisticated military aircraft,
satellites and missiles. 

Registrant designs and manufactures the master clocks (quartz,
rubidium and cesium) for many satellite communication systems
for both satellite and ground applications. The Global
Positioning Satellite System, as well as the MILSTAR Satellite
System, are but two examples of the programs the Registrant
participates in. Registrant also supplies significant timing
products utilized with many satellite communications systems.

Registrant manufactures the master clock for the Trident
missile, the basic timing system for the Voyager I and Voyager
II deep space exploratory missions and the quartz timing system
for the Space Shuttle. The Registrant's cesium beam atomic clock
is presently employed in low frequency secure communications,
surveillance and positioning systems for the United States Air
Force, Navy and Army.

The Registrant's products are marketed as components, microwave
products, instruments, or complete systems and are used in
navigation, communications, radar, sonar, guidance, surveillance
and electronic countermeasure equipment and systems. Prices are
determined based upon the complexity, design requirement and
delivery schedule as determined by the project details.

The sale of each class of Registrant's products for each of the
last five years is set forth in Item 6 (Selected Financial Data).

Most of Registrant's products are manufactured from raw
materials, which when combined with conventional electronic
component parts available from multiple sources, become finished
products, subsystems and systems used for space exploration,
satellite applications, communication, navigation, position
location, radar, and electronic counter-measures. These
products, subsystems and systems are employed in domestic and
international satellites, earth stations, aircraft, missiles,
ships and submarines, and ground-based fixed, transportable,
portable and mobile installations. Registrant is the major
supplier for the AMRAAM missile system for both voltage
controlled quartz oscillators and oscillator multiplier
assemblies.

Components - The Registrant's key technologies include quartz,
rubidium and cesium from which it manufactures accurate time and
frequency standards and higher level assemblies which allow the
users to locate their position, secure a communications system,
or guide a missile with precision. The components class of
Registrant's products is rounded out with crystal filters and
discriminators, surface acoustic wave resonators, and space and
high-reliability custom thick and thin film hybrid integrated
circuits.

Quartz is the key element in making quartz resonators used for
oscillators and filters utilized in most of its products.

Precision quartz oscillators use quartz resonators in
conjunction with electronic circuitry to produce signals with
accurate and stable frequency. The Registrant's products include
several types of quartz oscillators, suited to a wide range of
applications, including: ultrastable units for critical
satellite and strategic systems, and fast warm-up, low power
consumption units for mobile and tactical applications.

The ovenized quartz oscillator is the most accurate type,
wherein the oscillator crystal is enclosed in a temperature
controlled environment called a proportional oven. The
Registrant manufactures several varieties of temperature
controlling devices and ovens.

The voltage-controlled quartz oscillator is an electronically
controlled device wherein the frequency may be stabilized or
modulated, depending upon the application.

The temperature compensated quartz oscillator is an
electronically controlled device using a temperature sensitive
device to directly compensate for the effect of temperature on
the oscillator's frequency.

The microcomputer compensated crystal oscillator, developed by
the Registrant, exhibits excellent stability and aging, coupled
with very low power consumption that makes it particularly
suitable for battery and solar-powered applications. The
Registrant's product uses a self-correcting frequency technique.
The crystal itself is both the frequency generator and the
temperature sensor.  It allows a microcomputer to detect changes
in frequency due to temperature, and correct the output
frequency by digital processing, without the encumbrances of an
oven or frequency pulling components.

The key components for the atomic instrument products are
manufactured totally from raw materials. The rubidium lamp,
filter and resonance cell provide the optical subassembly used
in the manufacture of the Registrant's optically pumped atomic
rubidium frequency standards. The cesium tube resonator is also
manufactured totally from raw materials and is used in the
manufacture of the Registrant's cesium primary standard atomic
clocks.

Efficient and reliable DC-DC power converters are manufactured
for the Registrant's own instruments, and as stand alone
products, for space and satellite applications.

The Registrant manufactures filters and discriminators using its
crystal resonators, for use in its own radio-frequency and
microwave receiver, signal conditioner and signal processor
products.

High reliability, MIL-M-38510 Class S and B, custom hybrids are
manufactured in thick and thin film technologies for
applications from DC to 44 GHz. These are used in manufacturing
the Registrant's products, and also supplied directly to
customers, for space and other high reliability systems. Hybrids
are also manufactured for higher microwave frequencies up to 100
GHz.

Microwave Products - The Registrant, under an agreement with
TRW's Electronics and Technology Division, markets their
extensive line of millimeter/microwave monolithic integrated
circuits, MIMICs, developed by TRW for the Department of
Defense, and microwave monolithic integrated circuits, MMICs,
developed at TRW's own cost, and incorporates these devices into
"supercomponents" and integrated subassemblies.

Instruments - The Registrant's instrument line consists of three
basic time and frequency generating instruments and a number of
instruments which test and distribute the time and frequency. 
The Registrant's time and frequency generating instruments are
the quartz frequency standard, rubidium atomic standard, and the
cesium beam atomic clock.

The quartz frequency standard is an electronically controlled
solid-state device which utilizes a quartz crystal oscillator to
produce a highly stable output signal at a standardized
frequency. The Registrant's frequency standard is used in
communications, guidance and navigation and time
synchronization. The Registrant's products also include a
precision frequency standard with battery back-up and memory
capability enabling it to remain in operation if a loss of power
has occurred.

The optically pumped atomic rubidium frequency standard is a
rugged, compact, militarized solid-state instrument which
provides both timing and low noise frequency references used in
communications systems.

The cesium beam atomic clock utilizes the atomic resonance
characteristics of cesium atoms to generate precise frequency,
several orders of magnitude more accurate than other types of
quartz frequency generators. The atomic clock is a compact,
militarized solid-state device which generates these precision
frequencies for use with advanced communications and navigation
equipment. A digital time-of-day clock is incorporated which
provides visual universal time display and provides digital
timing with ten-billionths of a second accuracy for systems use.
The atomic clock manufactured by Registrant is a primary
standard, capable of producing time accuracies of better than
one second in seven hundred thousand years.

As communications systems become more precise, there is an
expanding requirement for precise frequency signals to drive a
multitude of electronic equipment. To meet this requirement, the
Registrant manufactures a distribution amplifier which is an
electronically controlled solid-state device that receives
frequency from a frequency standard and provides multiple signal
outputs of the input frequency. A distribution amplifier enables
many items of electronic equipment in a single facility,
aircraft or ship to receive a standardized frequency and/or time
signal from a quartz, rubidium or cesium atomic standard.

Systems - Essentially, the Registrant's systems portion of its
business is manufactured by integrating selections of its
products into subsystems that meet customer-defined needs. This
is done by utilizing its unique knowledge of interfacing these
technologies, and experience in applying them to a wide range of
systems. In general, though not limited to, the Registrant's
systems generate electronic frequencies of predetermined value,
and then divide, multiply, mix, convert, modulate, demodulate,
filter, distribute, combine, separate, switch, measure, analyze,
and/or compare, depending on the system application.

The Systems portion of the business includes a complete line of
time and frequency control systems, capable of generating many
frequencies and time scales that may be distributed to widely
dispersed users, or within the confines of a facility or
platform, or for a single dedicated purpose.  The time and
frequency control systems combine Registrant's cesium, rubidium
and/or crystal instruments, with its other products, to provide
systems for space exploration, satellite tracking stations,
satellite-based navigation and position location, secure
communication, submarine and ship navigation calibration, and
electronic counter-measures applications. A number of these time
and frequency control systems provide up to quadruple redundancy
to assure operational longevity.

For example, the Registrant manufactured the Common Time and
Frequency System (CTFS) for the first and second Time Data Relay
Satellite System (TDRSS) Ground System.  It includes redundant
cesium standards and redundant Disciplined Standards, redundant
switches, time code generators, buffer amplifiers, and displays;
and integrates WWVB, LORAN and GPS receivers and antennas, and
various instrumentation and non-interruptible power supplies.

As a second example, the Registrant manufactured a triple-
redundant quartz crystal oscillator and frequency distribution
sub- system for MILSTAR Satellite Flight #1 and
quadruple-redundant rubidium standards and dual-redundant
frequency distribution and DC- DC power converter sub-systems
for MILSTAR Flights #2 through #5.

The Registrant also manufactures satellite communications
subsystems; such as, the up and down converters for the TDRSS
satellites and the 30 channel, triple conversion element
separator for the TDRSS earth stations, and the LNA's up/down
converters and receiver subsystems for the DSP.

The total revenue from components for the fiscal years ended
April 30, 1995, 1994 and 1993 accounts for 23%, 7%, and 12%,
respectively, of the consolidated revenue of the Registrant. 
The total revenue from microwave products for the fiscal years
ended April 30, 1995, 1994 and 1993 accounts for 1%, 10%, and
40% respectively, of the consolidated revenue of the Registrant.
 The total revenue from instruments for the fiscal years ended
April 30, 1995, 1994 and 1993 accounts for 58%, 58%, and 40%,
respectively, of the consolidated revenue of the Registrant. 
The total revenue from systems for the fiscal years ended April
30, 1995, 1994 and 1993 accounts for 18%, 25% and 8%,
respectively, of the consolidated revenue of the Registrant.

BACKLOG

As of April 30, 1995, the Registrant's backlog amounted to
approximately $15 million of which approximately $11 million is
funded as compared to approximately $18 million of funded
backlog at April 30, 1994 (see Item 7).  Backlog of commercial
and foreign customers approximates $3 million. A substantial
portion of this backlog is expected to be filled during
Registrant's fiscal year ending April 30, 1996. While the
backlog includes firm purchase orders and contracts and may be a
guideline in determining the value of orders which may be
deliverable in the period indicated, it is subject to change by
reason of several factors including possible cancellation of
orders, change orders, terms of the contracts and other factors
beyond the Registrant's control.  Accordingly, the backlog is
not necessarily indicative of the revenues or profits (losses)
which may be realized when the results of such contracts are
reported.

CUSTOMERS AND SUPPLIERS

The Registrant markets its products both directly and through 35
independent sales representative organizations located
principally in the United States. Sales to non-U.S. customers
totaled approximately 16% of net sales in 1995 and 1994 and 11%
in fiscal 1993.

The Registrant's products are sold to a variety of customers,
both governmental and private.  For the years ended April 30,
1995, 1994 and 1993, approximately 75%, 69% and 76%,
respectively of the Registrant's sales were made under contracts
to the U.S. Government or subcontracts for U.S. Government
end-use. The Registrant's business is highly dependent upon the
defense and space spending policies of the U.S. Government. Any
substantial reduction in government spending or change in
emphasis in the government's defense and space programs would
have a material adverse effect upon the Registrant's business
(see Item 3).

Aggregate sales to Hughes Aircraft Company, TRW, and Raytheon
Corp. each exceeded 10% of the Company's consolidated sales and
collectively were approximately 56% of the Company's
consolidated sales during the fiscal year ended April 30, 1995. 
Aggregate sales to Hughes Aircraft Company and Raytheon
Corporation each exceeded 10% of the Company's consolidated
sales in the fiscal years ended April 30, 1994 and 1993 and were
collectively approximately 40% and 33% of the Company's
consolidated sales in the respective years.  Substantially all
of these sales were for U.S. Government end-use.  The loss by
the Registrant of any one of these customers, or the loss by any
of such customers of its U.S. Government contracts which are
partially subcontracted to the Registrant, would have a material
adverse effect on the Registrant's business. The Registrant
believes its relationship with these companies to be mutually
satisfactory and except for the pending legal proceedings
discussed in Item 3, is not aware of any prospect for the
cancellation of or significant reduction of any of their U.S.
Government contracts in which the Registrant is involved.

The Registrant purchases a variety of components such as
transistors, resistors, capacitors, connectors and diodes for
use in the manufacture of its products.  The Registrant is not
dependent upon any one supplier or source of supply for any of
its component part purchases and maintains alternative sources
of supply for all of its purchased components. The Registrant
has found its suppliers generally to be reliable and
price-competitive.

GOVERNMENT CONTRACTS

During the fiscal years ended April 30, 1995, 1994 and 1993,
approximately 75%, 69% and 76%, respectively of the Registrant's
sales were made either directly with U.S. Government agencies or
indirectly with government agencies through subcontracts
intended for government end-use.  The majority of these
contracts are on a fixed price basis.  Under a fixed price
contract, the price paid to the Registrant is not subject to
adjustment by reason of the costs incurred by the Registrant in
the performance of the contract, except for costs incurred due
to contract changes ordered by the customer. These contracts are
on a negotiated basis under which the Registrant bears the risk
of cost overruns and derives the benefit from cost savings.

Negotiations on U.S. Government contracts are sometimes based in
part on Certificates of Current Costs. An inaccuracy in such
certificates may entitle the government to an appropriate
recovery. From time to time, the Defense Contracts Audit Agency
("DCAA") of the Department of Defense audits the Registrant's
accounts with respect to these contracts. The Registrant is not
aware of any basis for recovery with respect to past
certificates.

All government end-use contracts are subject to termination by
the purchaser for the convenience of the U.S. Government and are
subject to various other provisions for the protection of the
U.S. Government. In the event of such termination, the
Registrant is entitled to receive compensation as provided under
such contracts and in the applicable U.S. Government regulations.

COMMERCIAL MARKETS

During the fiscal year ended April 30, 1995 the Registrant
continued to focus a significant portion of its resources and
efforts on developing hardware for commercial satellite programs
and commercial ground communication systems which management
believes will result in future growth and increases in profits. 
In fiscal 1994, Registrant transferred all commercial
communications and space programs to its wholly owned
subsidiary, FEIC.  The foregoing developments have been
implemented with a view towards enabling Registrant to achieve
long-term substantial increases in sales from other than Defense
Department programs.

RESEARCH AND DEVELOPMENT

The Registrant's technological expertise has been an important
factor in its growth. Until recently, virtually all of its
research and development activities have taken place in
connection with customer-sponsored research and development
oriented products conducted under fixed price contracts. These
projects constitute a substantial portion of the Registrant's
business. Most of these contracts result in the production of
prototype hardware and systems and some of this prototype
production results in orders to the Registrant for the
production of products for customer use. It is not possible to
estimate separately the time devoted to the research and
development portions of these contracts as compared to the pre-
production and prototype development portions.

During fiscal 1995,1994, and 1993, the Registrant expended $1.9
million, $1.4 million, and $1.8 million respectively of its
resources and efforts on developing hardware for commercial
satellite programs and commercial ground communication systems
which management believes will result in future growth and
increases in profits.

PATENTS AND LICENSES

The Registrant believes that its business is not dependent on
patent or license protection.  Rather, it is primarily dependent
upon the Registrant's technical competence, the quality of its
products and its prompt and responsible contract performance. 
However, the rights to inventions of employees working for the
Registrant are assigned to the Registrant and the Registrant
presently holds such patents and licenses.  Registrant does not
believe that patents and licenses are material to its business.

COMPETITION

The Registrant experiences intense competition with respect to
all areas of its business. The Registrant competes primarily on
the basis of the accuracy, performance and reliability of its
products, the ability of its products to perform in severe
environments encountered in military and aerospace applications,
prompt and responsive contract performance, and the Registrant's
technical competence and price. The Registrant has a unique and
broad product line which includes all three frequency standards
- - quartz, rubidium, and cesium. The Registrant believes its
ability to take such raw materials, manufacture finished
products, integrate them into systems and sub-systems, and to
interface these systems with end-user applications by
determining the most appropriate type, all under one roof,
provides the Registrant with an advantage over many of its
competitors.

The Registrant believes that it is a significant supplier of
time and frequency products for the military and aerospace
markets.

Many of the Registrant's competitors are larger, have greater
financial resources and have larger research and development
staffs than the Registrant. With respect to the cesium beam
atomic clock, quartz crystal standard and rubidium frequency
standard, the Registrant competes with Hewlett-Packard Company,
Datum, Inc., Austron, Inc., Ball Corporation and E. G. and G.,
Inc.

EMPLOYEES

The Registrant employs 266 persons.

OTHER ASPECTS

The Registrant's business is not seasonal and no unusual working
capital requirements exist.

Item 2.  Properties

Registrant established its headquarters in December, 1981 in a
131,000 square foot manufacturing and office facility located in
Mitchel Field, Long Island, New York (the "Mitchel Field
Complex"). The Mitchel Field Complex was built and equipped, in
part, with the proceeds of a $5,000,000 Industrial Development
Bond financing arrangement concluded through the Nassau County
Industrial Development Agency and various lending institutions
("Financing Arrangement"). The Mitchel Field Complex is erected
on land leased from the County of Nassau ("Nassau County Lease")
dated as of February 24, 1981 for an aggregate period of 99
years (including renewal options exercisable at Registrant's
sole discretion). Registrant paid total base rentals under this
lease of approximately $167,000 during fiscal year ended April
30, 1995.  The Nassau County Lease provides for periodic
increases after 10 years.  Registrant has granted to the lending
banks a security interest in all personal property purchased
with the proceeds of this financing and a mortgage on the Nassau
County Lease.

In June, 1988, Registrant completed construction of an
additional 90,000 square feet of manufacturing and office
facility contiguous to the Mitchel Field Complex. These
additional facilities were financed with the proceeds of a
$3,500,000 Industrial Development Bond Financing arrangement
with the Nassau County Industrial Development Agency and a
lending institution, as part of its plan to finance the new
plant and equipment ("Financing Arrangement II").

Under the terms of the Financing Arrangement and Financing
Arrangement II, interest is payable at 65% and 79% respectively
of the lending banks' prime commercial lending rates. This
advantageous interest rate is made available under an exemption
from the taxation of interest payments received by the lenders
as provided by the Internal Revenue Code ("Code"). In fiscal
1995 the Financing Arrangement was fully repaid.  Registrant has
no reason to believe that the exemption with respect to
Financing Arrangement II will be challenged by the Internal
Revenue Service.

Such interest rate formula will remain in effect during the
15-year period required to amortize Financing Arrangement II. 
Registrant has the right to prepay the loan at any time. 
Financing Arrangement II contains certain restrictions with
respect to the maintenance of net  worth and encumbering the
building.

In December 1990, a subsidiary of the Registrant signed a 15
year lease with National Health Laboratories Incorporated (NHL).
 The terms require that the subsidiary of the Registrant have a
building constructed for use by NHL for which construction was
completed in November, 1992. The Registrant provided $9,000,000
of financing for the cost of the building for which a six year
term loan has been negotiated. This loan has been guaranteed and
collateralized by NHL assets. Annual rental income of $1,650,000
commenced in November, 1992 upon completion of the building. 
Minimum rentals are subject to adjustment based on the
difference between the actual rate of interest incurred on the
borrowing used to construct the facility and the targeted range
of 9.75% to 10.25%. Beginning in the fourth year of the lease
there will be annual rent escalations of 5%. This lease will be
accounted for as a direct finance lease and income is recognized
by a method which produces a constant periodic rate of return on
the outstanding investment in the lease.

Item 3.  Legal Proceedings

U.S. Government Indictment

On November 17, 1993, a Federal Grand Jury in the United States
District Court for the Eastern District of New York returned an
indictment in a criminal proceeding entitled, "United States
District Court, Eastern District of New York, United States of
America, Plaintiff, against Frequency Electronics, Inc., Martin
Bloch, Abraham Lazar, Harry Newman and Marvin Norworth,
Defendants", index number CR 93-1261 ("Indictment"). As the
caption in the proceeding indicates, the Indictment named as
defendants FEI, Martin Bloch-its then board chairman, president
and chief executive officer, Abraham Lazar-one of its directors,
Harry Newman-its secretary/treasurer, and Marvin Norworth-its
contracts manager.  The eighteen count Indictment charges
violations of Title 18, United States Code ("U.S.C.") Sections
286 and 3551 et seq., 1031(a), 2 and 3551 et seq., 1001, 2 and
3551 et seq.

The Indictment makes allegations, generally, as follows:  TRW,
Inc. ("TRW") was a prime contractor on a contract with the
United States Government ("Government") to build satellites; FEI
was a subcontractor of TRW under six contracts to manufacture
electronic devices for space satellites pursuant to TRW's
contracts with the Government. In February 1988, three of the
subcontracts were terminated by TRW and three of the
subcontracts were partially terminated by TRW and restructured.
In connection with such terminations, FEI submitted detailed
statements of information setting out its costs incurred in
connection with the subcontracts for the unpaid portion of which
it was eligible for compensation, directly or indirectly, by the
Government; among the costs for which it was eligible for
compensation were labor costs, in addition, overhead and general
and administrative costs (collectively "costs"); settlement
proposals were submitted by FEI with respect to the three
terminated subcontracts, the proposals contained, among other
things, the cost information described above and FEI was
compensated, directly or indirectly, by the Government; contract
pricing proposals were submitted by FEI with respect to the
three partially terminated and restructured subcontracts, such
proposals contained, among other things, the cost information
described above and FEI and TRW entered into an agreement
restructuring such subcontracts and FEI was paid settlement
expenses in connection with such restructured subcontracts.

The general substance of the criminal charges against FEI and
the individual defendants named in the Indictment is that FEI
and the individual defendants conspired to defraud and did
defraud the Government and that some or all of them committed,
among others, the following criminal acts:  they agreed to
defraud the Government; they submitted statements and invoices
with respect to FEI's costs incurred in connection with the
terminated and/or partially terminated and restructured
subcontracts for the purpose of FEI obtaining compensation
thereunder, which statements and invoices were intentionally
false; the statements and invoices included claims for labor
costs and other costs which were intentionally false; FEI and
the individual defendants destroyed or caused to be destroyed
important records relating to labor costs; FEI and the
individual defendants altered or caused to be altered FEI's
records and vendor invoices with respect to FEI's cost of labor,
materials and services; FEI and the individual defendants
intentionally made false statements to Government officials; and
FEI and the individual defendants intentionally submitted false
documents to Government officials. The indictment does not
specify the dollar amount as to which it is claimed the
Government was defrauded.

Subsequent to the return of the Indictment, FEI and the
individual defendants moved to dismiss the Indictment on various
grounds ("Motion(s)").  The Motions were heard on May 13, 1994
and the Court rendered its decision and denied the Motions. 
Discovery has not been completed.  FEI has determined to
vigorously defend the Indictment.

On April 6, 1994, a Federal Grand Jury in the United States
District Court for the Eastern District of New York returned a
superseding indictment in a criminal proceeding entitled,
"United States District Court, Eastern District of New York,
United States of America, Plaintiff, against Frequency
Electronics, Inc., Martin Bloch, Abraham Lazar, Harry Newman and
Marvin Norworth, Defendants", index number CR 93-0176
("Superseding Indictment").  As the caption in the proceeding
indicates, the Superseding Indictment named as defendants all of
the same parties as in the Indictment. The nineteen count
Superseding Indictment charges violations of Title 18, U.S.C.
Sections 371 and 3551 et seq., 1001, 2 and 3551 et seq. It is
believed that the Superseding Indictment primarily represents an
attempt by the Government to meet and cure certain of the
asserted deficiencies in the Indictment which were specified in
the Motions. The Superseding Indictment enlarged Count One of
the Indictment from an 18 U.S.C. Section 286 conspiracy to a
conspiracy charged under Title 18, U.S.C. Section 371. In
addition, the Superseding Indictment contained an additional
count charging a violation of section 1001 of Title 18, i.e.,
making a false statement to a Government agency. Other than the
foregoing, there are no other substantial differences between
the Indictment and the Superseding Indictment. The Superseding
Indictment does not specify the dollar amount as to which it is
claimed the Government was defrauded. The Government takes the
position that it may proceed to trial on either the Indictment
or the Superseding Indictment. The Government has not advised as
to whether it intends to proceed under the Indictment or the
Superseding Indictment and the Court has not ruled on this
subject. FEI and the other defendants moved to dismiss the
Superseding Indictment and those motions were also heard on May
13, 1994.  The court denied the motions addressed to the
Superseding Indictment.  Discovery has not been completed.  FEI
has determined to vigorously defend the Superseding Indictment.

In connection with the defense of the Indictment and the
Superseding Indictment, FEI and the other defendants have sought
the production of United States Government classified
information and documents pursuant to the provisions of the
Classified Information Procedures Act ("CIPA").  The CIPA
process is continuing and no assessment can be made as to when
it will be concluded or the outcome.

Upon a conviction of FEI, the Government may be awarded fines,
penalties, restitution, forfeitures, treble damages or other
conditional relief.

On November 17, 1993, the Government commenced a civil action
for damages in the United States District Court for the Eastern
District of New York entitled, "United States District Court,
Eastern District of New York, United States of America,
Plaintiff, against Frequency Electronics, Inc., Martin Bloch,
Abraham Lazar, Harry Newman and Marvin Norworth, Defendants",
index number CV 93-5200 ("Government Civil Action"). The
Government Civil Action sets forth four causes of action against
each of the named defendants alleging, in substance, fraud under
31 U.S.C. Section 3729, et seq, (the "False Claims Act"), fraud,
unjust enrichment and breach of contract. In the complaint,
demand is made for treble damages in an unspecified sum based
upon the alleged violations under the False Claims Act, plus
costs and attorneys fees in an unspecified amount, plus $10,000
for each false claim and for each false record and statement.
Pursuant to an order of the Court dated January 12, 1994, all
proceedings in the Government Civil Action including, without
limitation, discovery are stayed pending a jury verdict of the
Indictment. Under the False Claims Act, a recovery can be made
in favor of the Government for a civil penalty of not less than
$5,000 and not more than $10,000 as to each false claim and for
each false record and statement, plus three times the amount of
damages it is determined the Government sustained, plus legal
fees and expenses. No opinion can be offered as to the outcome
of the Government Civil Action. FEI has determined to vigorously
defend the Government Civil Action.

A qui tam action was commenced in the United States District
Court for the Eastern District of New York entitled, "The United
States of America ex rel. Ralph Muller, Plaintiff, against
Frequency Electronics, Inc., Raytheon Company, Raytheon Company
Subsidiaries #1-10, fictitious names for subsidiaries of
Raytheon Company, Hughes Aircraft Company, Hughes Aircraft
Company subsidiaries #1-20, fictitious names for subsidiaries of
Hughes Aircraft Company, and Martin Bloch, Defendants", index
number CV-92 5716 ("Muller Qui Tam Action"). The Muller Qui Tam
Action was brought pursuant to the provisions of the False
Claims Act and is an action by which an individual may, under
certain circumstances, sue one or more third persons on behalf
of the Government for damages and other relief.

The complaint was filed on or about December 3, 1992, in camera
and under seal pursuant to the provisions of the False Claims
Act.  The Court unsealed the complaint by order dated December
3, 1993, after FEI complained to the United States Attorney for
the Eastern District of New York regarding newspaper articles
that charged FEI with manufacturing defective products based
upon claims in an unspecified and undisclosed qui tam action. 
It is believed that the Government made applications to the
Court on one or more occasions after December 3, 1993 to
continue to have the file in the Muller Qui Tam Action remain
under seal.  The complaint was served on FEI and Martin Bloch on
March 28, 1994 and March 30, 1994, respectively.  Under the
provisions of the False Claims Act, the Government is permitted
to take over the prosecution of the action.  It appears that the
Government has declined to prosecute the Muller Qui Tam Action
and that the plaintiff, Ralph Muller ("Muller"), is proceeding
with the action on behalf of the Government as is permitted
under the False Claims Act. Moreover, while the action names as
parties defendant, Hughes Aircraft Company ("Hughes") and
Raytheon Company ("Raytheon"), along with several of their
subsidiaries, it appears that the Muller Qui Tam Action was
dismissed voluntarily by Muller on April 6, 1994 as to Hughes,
Raytheon and their respective subsidiaries.

The complaint, insofar as it pertains to FEI and Martin Bloch,
contains a series of allegations to the effect that Hughes and
Raytheon contracted with the Government to supply it with
Advance Medium Range Air to Air Missiles ("AMRAAMS"); Hughes and
Raytheon (collectively, the "Contractors") entered into a
subcontract with FEI pursuant to which FEI was to design,
manufacture, test, sell and deliver to the Contractors certain
oscillators which constituted components of the AMRAAMS; that
FEI improperly designed, manufactured and tested the
oscillators; that numerous faulty and defective oscillators were
delivered to the Contractors; that the oscillators did not meet
contract specifications; that FEI was aware of the defective and
faulty nature of the oscillators; that FEI attempted
unsuccessfully to correct the faults and defects and failed to
disclose the faults and defects to the Contractors or the
Government; that FEI falsified test results and FEI and Martin
Bloch directed the falsification of test results; and that FEI
sold and delivered the oscillators to the Contractors; as a
result of the faulty and defective oscillators, many of the
AMRAAMS failed to function properly; and that the Government
sustained damages. The complaint demands an unspecified amount
of damages allegedly suffered by the Government, and asks that
the Court determine the damages and assess civil penalties as
provided under the False Claims Act, and that the plaintiff
Muller be awarded a bounty.  Under the False Claims Act, a
recovery can be made in favor of the Government for a civil
penalty of not less than $5,000 and not more than $10,000 as to
each false claim and for each false record and statement, plus
three times the amount of damages it is determined the
Government sustained, plus legal fees and expenses.

FEI has determined to vigorously defend the Muller Qui Tam
Action. It has answered the complaint, denied the material
allegations, asserted seventeen affirmative defenses, and
counterclaims for: libel and product libel - demanding damages
of $3,000,000; republication of the libel and product libel -
demanding damages of $3,000,000; slander - demanding damages of
$3,000,000; tortious interference with contractual relations -
demanding damages of $1,865,010; prima facie tort-demanding
damages of $1,865,010; conversion - demanding damages of
$1,865,010; breach of contract - demanding damages of
$1,865,010; breach of fiduciary relationship - demanding damages
of $1,865,010; plus punitive damages in the amount of
$30,000,000 on each of the tort causes of action, and legal fees
and expenses.  The substance of the counterclaims alleged
against Muller are predicated upon a letter dated November 23,
1992 ("November 23 Letter") written by Muller's attorney's
Schneider, Harris, Harris and Furman ("SHHF") to the Government
which allegedly contained false and libelous statements
concerning FEI's design, manufacture and production of
components for Hughes and Raytheon in connection with the
AMRAAMS.

In addition, FEI has instituted a third party action against
SHHF, Robert Harris, Esq. and Rod Kovel, Esq., attorneys for
Muller, in connection with their alleged authoring and
publishing of the November 23 letter provided to the Government.
The third-party complaint asserts the same claims against the
attorneys as are asserted in the counterclaims against Muller,
for libel and product libel, republication of the libel and
product libel, slander, tortious interference with contractual
relations, prima facie tort and conversion. The counterclaims
and third-party complaint have been served.  Muller replied to
the counterclaims, denied the allegations and asserted various
defenses.  The third-party defendants have answered the
third-party complaint, denied the allegations and asserted
various defenses.  Discovery has not commenced.

FEI and Martin Bloch have moved to dismiss the complaint in the
Muller Qui Tam Action and the plaintiff and third-party
defendants have moved  to dismiss, respectively, the FEI
counterclaims and third-party complaint.  It is anticipated that
these motions will not be heard by the Court until the fall of
1995.

No opinion can be offered as to the outcome of the Muller Qui
Tam Action, the FEI counterclaims, third-party action or the
pending motions.

On December 1, 1993, FEI was served with a complaint in an
action entitled, "In the Court of Chancery of the State of
Delaware In and For New Castle County, Diane Solash
Derivatively, on behalf of Frequency Electronics, Inc., a
Delaware corporation, Plaintiff, vs. Martin B. Bloch, Peter O.
Clark, Joseph P. Franklin, Joel Girsky, Abraham Lazar, John C.
Ho, E. John Rosenwald, Jr., individuals, Defendants and
Frequency Electronics, Inc., a Delaware Corporation, Nominal
Defendant", Civil Action No. 13266 ("Solash Action"). All of the
individual defendants named in the complaint are or were
directors of FEI, Martin B. Bloch was president and chairman of
the board of directors, Abraham Lazar was a vice-president, and
Joseph P. Franklin is presently chairman of the board of
directors. On January 24, 1994, plaintiff served an amended
complaint adding as named defendants Harry Newman, FEI's
secretary/treasurer and Marvin Norworth, FEI's contracts
manager.  This is a derivative action which is permitted by law
to be instituted by a shareholder for the benefit of a
corporation to enforce an alleged right or claim of the
corporation where it is alleged that such corporation has either
failed and refused to do so or may not reasonably be expected to
do so. FEI is named as a nominal defendant. In the Solash
Action, the complaint alleges that the members of FEI's board of
directors may not reasonably be expected to authorize an action
against themselves.

The substance of the amended complaint contains allegations, in
general, as follows:  the Indictment was issued (reciting
certain of the allegations contained in the Indictment); the
misconduct of FEI's personnel as alleged in the Indictment is
such that FEI is exposed to material and substantial monetary
judgments and penalties as well as the loss of significant
Government business; such misconduct is likely to continue; the
individual defendants were under a fiduciary obligation to FEI
and its shareholders to supervise, manage and control with due
care and diligence the business operations of FEI and the
business conduct of its personnel; that they failed to do so and
as a direct consequence, the matters alleged in the Indictment
occurred; and that the individual defendants breached their
fiduciary duty.  The amended complaint seeks judgment against
the individual defendants in the amount of all losses and
damages suffered by FEI and indemnification, on account of the
matters alleged in the amended complaint, together with
interest, costs, legal and other experts' fees.

FEI and all of the individual defendants have moved to dismiss
the complaint in the Solash Action ("Motion(s)"). To date, the
Motions have not been heard by the Court. FEI has determined to
vigorously defend the Solash Action. Discovery has not
commenced.  No opinion can be offered as to the outcome of the
Motions or with respect to the Solash Action.

On February 4, 1994, FEI was served with a complaint in an
action entitled "Supreme Court of the State of New York, County
of New York, Moise Katz, Plaintiff, against Martin B. Bloch,
Joseph P. Franklin, Joel Girsky, John C. Ho, Abraham Lazar, E.
John Rosenwald, Jr., Defendants, and Frequency Electronics,
Inc., Nominal Defendant", Index Number 93-129450 ("Katz
Action").  This is a derivative action which is permitted by law
to be instituted by a shareholder for the benefit of a
corporation to enforce an alleged right or claim of the
corporation where it is alleged that such corporation has either
failed and refused to do so or may not reasonably be expected to
do so. FEI is named as a nominal defendant. In the Katz Action,
the complaint alleges that the members of FEI's board of
directors may not reasonably be expected to authorize an action
against themselves. All of the individual defendants named in
the complaint are directors of FEI, Martin B. Bloch was
president and chairman of the board of directors, Abraham Lazar
was a vice president, and Joseph P. Franklin is presently
chairman of the board of directors.

The substance of the complaint contains allegations, in general,
as follows: the Indictment was issued (reciting certain of the
allegations contained in the Indictment); the misconduct of
FEI's personnel as alleged in the Indictment is such that FEI is
exposed to material and substantial monetary judgments and
penalties as well as the loss of significant Government
business; such misconduct is likely to continue; the individual
defendants were under a fiduciary obligation to FEI and its
shareholders to supervise, manage and control with due care and
diligence the business operations of FEI and the business
conduct of its personnel; that they failed to do so and as a
consequence, the matters alleged in the Indictment occurred;
that the individual defendants were grossly negligent and as a
consequence the matters alleged in the Indictment occurred; that
the individual defendants voluntarily participated in such
wrongdoing and attempted to conceal it; and that the individual
defendants intentionally and negligently breached their
fiduciary duty to FEI and its shareholders. The complaint seeks
judgment against these defendants in favor of FEI in the amount
of all losses and damages suffered by FEI on account of the
facts alleged in the complaint, together with interest, costs,
legal and other experts' fees.

FEI and all of the defendants have moved to dismiss the
complaint in the Katz Action ("Motion(s)").  At the time of the
Motions, the plaintiff moved to amend the complaint by setting
forth certain additional allegations of wrongdoing including,
among others, amplifying allegations with respect to the
Indictment, setting forth allegations relating to the Muller Qui
Tam Action, and allegations attempting to clarify the
relationship of the parties to the New York forum, the latter
allegations having been attacked on the Motions. In connection
with the Motions, the defendants stipulated that they would not
object to any application by the plaintiff Katz to intervene in
the Solash action.  By order dated September 21,1994, the Court
granted the defendants' Motions, dismissed the complaint and
denied the plaintiff's cross-motions.

On or about November 17,1994, FEI was served with a complaint in
an action entitled, "In the Court of Chancery of the State of
Delaware In and For New Castle County, Moise Katz Derivatively,
on behalf of Frequency Electronics, Inc., a Delaware
corporation, Plaintiff, vs. Martin B. Bloch, Peter O. Clark,
Joseph P. Franklin, Joel Girsky, John C. Ho, Abraham Lazar, E.
John Rosenwald, Jr., Harry Newman, Marvin Norworth, individuals,
Defendants and Frequency Electronics, Inc., A Delaware
corporation, Nominal Defendant", Civil Action No. 13841 ("Katz
Delaware Action").  All of the individual defendants named in
the complaint, with the exception of Harry Newman ("Newman") and
Marvin Norworth ("Norworth"), were all directors of FEI, Martin
B. Bloch was president and chairman of the board of directors,
Abraham Lazar was a vice-president, and Joseph P. Franklin is
presently chairman of the board of directors.  Newman is  FEI's
secretary/treasurer and Norworth is FEI's contracts manager. 
This is a derivative action which is permitted by law to be
instituted by a shareholder for the benefit of a corporation to
enforce an alleged right or claim of the corporation where it is
alleged that such corporation has either failed or refused to do
so may not reasonably be expected to do so.  FEI is named as a
nominal defendant.  In the Katz Delaware Action, the complaint
alleges that the members of FEI's board of directors may not
reasonably be expected to authorize an action against themselves.

The substance of the complaint contains allegations, in general,
as follows: the Indictment was issued (reciting certain of the
allegations contained in the Indictment); the misconduct of
FEI's personnel as alleged in the Indictment is such that FEI is
exposed to material and substantial monetary judgments and
penalties as well as the loss of significant Government
business; such misconduct is likely to continue; the individual
defendants were under a fiduciary obligation to FEI and its
shareholders to supervise, manage, and control with due care and
diligence the business operations of FEI and the business
conduct of its personnel; that they failed to do so and as a
direct consequence, the matters alleged in the Indictment
occurred; and that the individual defendants breached their
fiduciary duty.  The complaint seeks judgment against the
individual defendants in the amount of all losses and damages
suffered by FEI and indemnification, on account of the matters
alleged in the complaint, together with interest, costs, legal,
and other experts' fees.

Pursuant to the order of the Court, the Solash Action and the
Katz Delaware Action have been consolidated under consolidated
Civil Action No. 13266, with the caption "In Re Frequency
Electronics Derivative Litigation" ("Derivative Litigation").

In the Derivative Litigation, FEI and all of the individual
defendants have moved to dismiss the consolidated complaint and
to stay the Derivative Litigation pending a disposition of the
Indictment and the Superseding Indictment ("Motion(s)").  To
date, the Motions have not been heard by the Court.  However, as
a result of the Motions, pursuant to a Stipulation and Order of
the Court dated May 17,1995 and a Stipulation and Order of the
Court dated June 14,1995,  the Derivative Litigation has been
dismissed as to Newman and Norworth and is otherwise stayed
pending a disposition of the Indictment, Superseding Indictment
and related investigations until the further order of the Court.
  FEI has determined to vigorously defend the Derivative
Litigation.  Discovery has not been commenced.  No opinion can
be offered as to the outcome of the Motion(s) or with respect to
the Derivative Litigation.

On December 22, 1993, February 10, 1994, February 24, 1994, May
10, 1994 and June 7, 1994, Grand Jury Subpoenas Duces Tecum were
served on FEI ("Subpoenas"), the Subpoenas were each returnable
before a Grand Jury sitting in the United States District Court
for the Eastern District of New York. The Subpoenas called for
the production of a variety of finance, accounting and other
documents, computer records and computer tapes relating to the
AMRAAMS. A number of FEI employees have been subpoenaed to
appear before the Grand Jury. The prosecutor has not advised as
to the theory of this investigation. Based upon the FEI
documents subpoenaed, it appears that the inquiry relates to
finance and/or pricing matters. We are advised the notices
provided with the Subpoenas to FEI employees indicate their
testimony is required in connection with an investigation
related to false statements (18 U.S.C. Section 1001), false
claims (18 U.S.C. Section 287), and conspiracy to present
fraudulent claims (18 U.S.C. Section 286).  FEI regards charges
or claims of violations of Government laws and regulations as
extremely serious and recognizes that such charges or claims
could have a material adverse affect on it. FEI's business is
primarily dependent upon contracts with the Government and
contracts and subcontracts with other companies as to which the
Government or its agencies are the end- user. Under the law, a
Grand Jury indictment of FEI or any of its officers, directors
or employees, can result in suspension or debarment of FEI from
receiving Government contracts for a specified period of time. 
Registrant is currently subject to such a suspension by reason
of its indictment on November 17, 1993.  Upon conviction of FEI
or in a civil proceeding, the Government may seek fines,
penalties, restitution, forfeitures, treble damages or other
conditional relief. To date, no charges have been filed, nor
claims asserted against FEI as a result of the Grand Jury
investigation related to AMRAAM.

Robert H. Harris, Esq. ("Harris"), a counsel to one of FEI's
former employees who was subpoenaed to testify before the Grand
Jury, threatened to file a claim against FEI, in the name of
such counsel, in the form of a qui tam action pursuant to the
False Claims Act. To date, FEI has not been served with any
legal process relating to the False Claims Act other than the
Government Civil Action and the Muller Qui Tam Action.

FEI has filed claims with its insurance carriers pertaining to
potential coverages for directors and officers relating to the
first Grand Jury Investigation, the Indictment and the
Superseding Indictment, the Government Civil Action, the Muller
Qui Tam Action, the Solash Action and the Katz Action.

Certain disclaimers of coverage have been made by a carrier with
respect to certain of these matters. No opinion can be offered
as to coverage or the extent of coverage under any of the
foregoing policies. At the appropriate time, FEI intends to
vigorously pursue its rights with respect to these insurance
policies.

Included in selling and administrative expenses are legal fees
incurred in connection with the above matters of approximately
$2,300,000, $1,819,000, and $547,000 for fiscal years 1995, 1994
and 1993, respectively.


Government Contract Suspension

On December 14, 1993 registrant was notified by the U.S.
Department of the Air Force that, effective December 13, 1993,
it had been suspended from contracting with, or acting as
subcontractor under any contract with, any agency of the U.S.
Government (the "Government") and that such suspension is
effective throughout the executive branch of the Government. The
suspension is also applicable to registrant's former chairman
and chief executive officer, one of registrant's directors and
former vice presidents, registrant's secretary and treasurer,
presently on leave of absence from such position, and
registrant's contract manager, presently on leave of absence
from such position. The suspension is temporary, subject to the
outcome of legal proceedings against registrant and the four
individuals named above presently pending in the United States
District Court as discussed above.

The suspension does not preclude the completion by registrant of
its performance of Government contracts or subcontracts awarded
to it and pending on the date of suspension. The Government may
also conduct business with registrant during the period of
suspension when a Government department or agency determines
that a compelling reason exists for it to do so. Examples of
compelling reasons are: (1) only registrant can provide the
supplies or services required; 2) urgency requires contracting
with registrant; and (3) the national defense requires continued
dealings with registrant. However, except for all of the
foregoing, during the period of suspension:

	(1)     Offers will not be solicited from, contracts will not be
awarded to, existing contracts will not be renewed or otherwise
extended for, and subcontracts requiring Government approval
will not be approved for registrant by any agency in the
executive branch of the Government, unless the head of the
agency taking the contracting action or a designee states in
writing the compelling reason for continued business between
registrant and the agency.

	(2)     Registrant may not conduct business with the Government as
an agent or representative of other contractors.

	(3)     No government contractor may award registrant a subcontract
equal to or in excess of $100,000 unless there is a compelling
reason to do so and the contractor first notifies the
contracting officer and further complies with certain Government
registrations.

	(4)     Registrant's affiliation with or relation with any
organization doing business with the Government will be
carefully examined to determine the impact of these ties on the
responsibility of that organization to be a government
contractor or subcontractor.


The suspension regulations allow registrant the opportunity to
contest the suspension by submitting to the suspending agency
information and argument in opposition to the suspension. Since
registrant and all of the individual defendants have pleaded not
guilty to the Indictment and denied the charges alleged in the
Government's related civil action, the registrant believes that
the suspension is unwarranted, and accordingly, registrant has
made a substantial effort to have the suspension withdrawn.
Although the suspension has not been withdrawn, Registrant has
determined to continue its efforts in this regard.

If the Indictment results in conviction, the period of
suspension could be extended by way of the debarment of
registrant from any future Government contracts or subcontracts.
Debarment is imposed for a period commensurate with the
seriousness of the causes. Generally, debarment does not exceed
three years. The duration of registrant's suspension will be
considered in determining the debarment period. The debarring
official may also extend the debarment for an additional period
if that official determines that an extension is necessary to
protect the Government's interest. A debarment may not be
extended solely on the basis of the facts and circumstances upon
which the initial debarment action was based. The debarring
official may likewise reduce the period or extent of debarment,
upon registrant's request supported by documentation for reasons
such as: 1) newly discovered material evidence; 2) reversal of
the conviction or civil judgment upon which the debarment was
based; (3) bona fide change in ownership or management; 4)
elimination of other causes for which the debarment was imposed;
or 5) other reasons the debarring official deems appropriate.

Approximately 75% of registrant's business is comprised of prime
and subcontracts in which the Government is the end-user.  The
other category of registrant's business, which it has been
expanding in recent years, is in commercial and export markets
unrelated to the Government.  In view of the extent to which
registrant is currently reliant on government contracts and
subcontracts and the effect which the suspension, unless
withdrawn will have on registrant's ability to continue to
obtain such business, registrant believes that the suspension
and possible debarment is an extremely serious matter which is
likely to have a material adverse effect on registrant's
business prospects, financial condition and results of its
operations.  However, Registrant is unable to ascertain at this
time whether or not this has been the case.

Environmental Matters

The State of California Regional Water Quality Control Board has
issued certain abatement orders relative to ground water
contaminations originating from the site of premises obtained by
the Company in connection with an acquisition. In June, 1988,
the U.S. Environmental Protection Agency proposed that such
premises be added to the National Priorities List, which would
subject the premises to the Super-fund requirements of federal
law. No estimate as to the cost to clean up the premises has
been made or provided to Registrant. Pursuant to the terms of
the Purchase Agreement, the seller, a financially capable party,
has indemnified Registrant from any damages arising from this
environmental matter. Since Registrant has only secondary
responsibility, it is of the opinion that the outcome will not
have a significant impact on operations.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters were required to be submitted by Registrant to a vote
of security holders during the fourth quarter of fiscal 1995.

Item 4(a) Executive Officers of the Registrant

The executive officers hold office until the annual meeting of
the Board of Directors following the annual meeting of
stockholders, subject to earlier removal by the Board of
Directors. During fiscal 1994 certain officers have taken
voluntary leaves of absence as discussed in Registrant's Form
8-K dated November 17, 1993.

The names of all executive officers of Registrant and all
positions and offices with the Registrant which they presently
hold are as follows:

Joseph P. Franklin      -       Chairman of the Board of Directors, Chief
Executive Officer

Martin B. Bloch -       President(1), Chief Scientist

John C. Ho      -       Vice President of Research and  Development and
Director

Marvin Meirs    -       Vice President, Engineering

Alfred Vulcan   -       Vice President, Systems Engineering

Markus Hechler  -       Vice President, Manufacturing and  Acting
Secretary

Charles S. Stone        -       Vice President, Low Noise Development

Dawn R. Johnston        -       Vice President, Finance and Acting Treasurer

Leonard Martire -       Vice President, Space Systems and Business
Development

Harry Newman    -       Secretary and Treasurer(2)



None of the officers and directors are related.

(1)     In connection with the indictment as discussed under item 3
- - Legal Proceedings, Martin B. Bloch has taken a leave of
absence as president, and no one has been elected as acting
president.

(2)     In connection with the indictment as discussed under item 3
- - Legal Proceedings, Harry Newman has taken a leave of absence
as secretary and treasurer. Markus Hechler, a vice president of
Registrant, has been elected acting secretary and Dawn R.
Johnston, a vice president of Registrant, has been elected
acting treasurer.


Joseph P. Franklin, age 61 has served as a Director of the
Company since March 1990. In December 1993 he was elected
Chairman of the Board of Directors and Chief Executive Officer.
He has been the Chief Executive Officer of Franklin S.A., since
August 1987, a Spanish business consulting company located in
Madrid, Spain, specializing in joint ventures, and is a director
of several prominent Spanish companies. General Franklin was a
Major General in the United States Army until he retired in July
1987.

Martin B. Bloch, age 59 has been a Director of the Company and
of its predecessor since 1961. He recently resigned as Chairman
of the Board of Directors and Chief Executive Officer and is
currently its President and Chief Scientist. Previously, he
served as chief electronics engineer of the Electronics Division
of Bulova Watch Company.

John C. Ho, age 62 has been employed by the Company and its
predecessor since 1961 and has served as a Vice President since
1963 and as a Director since 1968.

Marvin Meirs, age 57 was employed by the Company in an
engineering capacity from 1966 to 1972 and rejoined the Company
in such capacity in 1973, serving as Vice President, Engineering
since 1978.

Alfred Vulcan, age 58 joined the Company as an engineer in 1973
and has served as its Vice President, Systems Engineering since
1978.

Markus Hechler, age 49 joined the Company in 1967, and has
served as its Vice President, Manufacturing since 1982, and as
Assistant Secretary since 1978. He was elected Acting Secretary
in December 1993 when Harry Newman took a leave of absence.

Charles S. Stone, age 64 joined the Company in 1984, and has
served as its Vice President since that time. Prior to joining
the Company, Mr. Stone served as Senior Vice President of
Austron Inc., from 1966 to 1979, and Senior Scientist of Tracor
Inc., from 1962 to 1966.

Dawn Rhodes Johnston, age 42 joined the Company in January,
1994. Until joining registrant, Mrs. Johnston was employed by
the accounting firm which serves as registrant's auditors,
Coopers & Lybrand, since November 1983 in the position of
general practice manager. She is also the Acting Treasurer. 

Leonard Martire, age 58 joined the Company in August 1987 and
served as Executive Vice President of FEI Microwave, Inc., the
Company's wholly owned subsidiary until May 1993 when he was
elected Vice President, Space Systems.

Harry Newman, age 48 has been employed by the Company as
Secretary and Treasurer since 1979, prior to which he served as
Divisional Controller of Jonathan Logan, Inc., apparel
manufacturers, from 1976 to 1979, and as supervising Senior
Accountant with Clarence Rainess and Co., Certified Public
Accountants, from 1971 to 1975.


PART II

Item 5.   Market for the Registrant's Common Equity and Related
Stockholder Matters

The Common Stock of the Registrant is listed on the American
Stock Exchange under the symbol "FEI". The following table shows
the high and low sale price for the Registrant's Common Stock
for the quarters indicated, as reported by the American Stock
Exchange.

FISCAL QUARTER  HIGH SALE       LOW SALE

1995 -

FIRST QUARTER   $4 1/4           $3 5/8

SECOND QUARTER  4                3 1/8

THIRD QUARTER   5 1/2            2 7/8

FOURTH QUARTER  5 1/8            3 13/16

1994 -

FIRST QUARTER   $4 7/8           $4 1/8

SECOND QUARTER  8                4 7/8

THIRD QUARTER   8 1/2            4 3/4

FOURTH QUARTER  5 1/2            3 5/8


As of June 30, 1995, the approximate number of holders of record
of common stock was 1037.

DIVIDEND POLICY

The Registrant has paid no cash dividends on its Common Stock
and currently intends to follow a policy of retaining earnings
for use in its business.

Item 6.  Selected Financial Data

The following table sets forth selected financial data including
net sales and operating income for the five year period ended
April 30, 1995.

			       Years Ended April 30,     
  
		 1995       1994       1993       1992        1991  
				(in thousands, except share data)

Net Sales
Components     $ 5,602    $ 1,965     $ 5,216   $ 6,998      $2,528 

Microwave
Products            93      2,687      17,335    25,432       27,692

Instruments     14,065     15,921      17,495    17,398       20,617 

Systems          4,321      6,891       3,185     3,375        5,713



Total Net 
Sales          $24,081    $27,464     $43,231   $53,203      $56,550 





Operating Profit
  (Loss)      ($ 6,025)  ($ 6,174)   ($12,279)  $ 2,952    ($ 8,450)





   Net Earnings
     (Loss)   ($ 3,843)  ($ 4,622)    ($7,966)  $   462     ($6,352)


Average Common
Shares and
Common Equiv-
alent Shares
Outstanding    4,835,367  5,410,762  5,596,788  5,751,408   5,916,814



Earnings (loss)
per Common and
Common Equiv-
alent Shares     ($ .80)    ($ .85)     ($1.42)      $.08     ($1.07)

Total Assets     $65,032    $72,655     $97,065    $99,592     $95,860



Long-Term
  Obligations   $14,959    $15,327     $24,945    $25,124      $21,492  
  

Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

LIQUIDITY AND CAPITAL RESOURCES

Sufficient cash flow is generated by operations to meet the cash
requirements of the Registrant's regular business cycle. Cash
from operations was $4.3 million, $6.7 million, and $3.4 million
for the years ended April 31, 1995, 1994 and 1993, respectively.

In fiscal 1995, included in such amount is the net loss incurred
during the year of $3.8 million, reductions in trade accounts
payable and other accrued liabilities of approximately $1.2
million, offset by reductions in accounts receivable of $8.3
million and inventories of $322 thousand.  During the year ended
April 30,1995 accounts receivable balances were reduced by
approximately $8.3 million from April 30,1994.  This reduction
resulted primarily from increased collection efforts and receipt
of certain milestone payments.  

Cash was also provided as a result of the sale of marketable
securities of approximately $2.4 million and gross rents of $1.4
million generated by the Registrant's investment in a direct
finance lease.

Other uses of cash that occurred in the year ended April 30,1995
were the purchase of approximately $11 million of U.S.
government and agency securities, the repurchase of 345,000
shares of the Company's common stock,principal payments on the
Company's long-term debt, and the issuance of notes to employees
for the purchase of company stock aggregating $822,000.

The Registrant's balance sheet reflects a highly liquid position
with a current ratio of 13 to 1 at April 30, 1995, compared to
10 to 1 at April 30, 1994.  Working capital was $39 million and
$42.6 million at April 30, 1995 and 1994, respectively.

The Company's backlog at April 30, 1995 totaled $15 million (of
which $11 million is funded) as compared to $18 million of
funded backlog at April 30, 1994. During fiscal 1993, Registrant
restructured its operations which included the consolidation of
the west coast operations into the Mitchel Field facility. The
decrease in backlog is directly related to the decline in the
U.S. defense budget and the sale and disposal of certain product
lines in connection with the consolidation of the west coast
operations. At the present time the Company is suspended from
contracting with any agency of the U.S. Government. The
suspension is temporary, subject to the outcome of legal
proceedings against the Registrant as discussed in Material
Developments, Item 3 and Note 9 to the consolidated financial
statements. The suspension does not preclude the completion by
Registrant of its performance of Government contracts or
subcontracts awarded to it and pending on the date of
suspension. The Government may also conduct business with the
registrant during the period of suspension when a government
department or agency determines that a compelling reason exists
for it to do so. If the indictment results in conviction, the
period of suspension could be extended by way of debarment. In
view of the extent of which registrant is currently reliant on
government contracts, suspension, unless withdrawn, is likely to
have a material adverse effect on registrant's business
prospects, financial condition and results of its operations.

At April 30, 1995, Registrant did not have any material
commitments for capital expenditures. Fixed asset additions
approximated $168,000 in fiscal 1995.

Company funded research and development approximated $1.9
million in fiscal 1995.  These efforts focus specifically on
telecommunications as a complement to the Company's core
business in defense and space.

The Company also has available approximately $11 million of net
operating loss carryforwards which may be applied against future
taxable income.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED APRIL 30, 1995 COMPARED WITH FISCAL YEAR ENDED
APRIL 30, 1994

Net sales for the year ended April 30, 1995 were $24,081,000
compared to $27,464,000 for the same period last year
representing a decrease of $3,383,000.  This reduction in sales
resulted primarily from the completion of two significant
programs in fiscal 1994 and early fiscal 1995, the production of
frequency standards for SPAWAR and the redundant frequency
generator unit for the EMS Satellite, which did not recur in
fiscal 1995, in one instance, due to lack of exercise of
contract options.  Another major contract was awarded to the
company by Hyundai in fiscal 1995.  However, efforts related to
such contract were just beginning and related revenues will be
realized in 1996.  Reductions in DOD and NASA programs also had
a negative impact on revenues.  Sales level in other product
lines were fairly consistent.

Overall gross margins were 14% and 9% for the years ended April
30, 1995 and 1994, respectively.  In 1994 gross margins were
negatively impacted by actual contract costs incurred in
connection with the company's west coast consolidation which
were greater than expected, and the higher than anticipated
technical development costs incurred during the engineering,
design, and production stages of certain projects.  In 1995, the
impact of these items were greatly reduced.  Gross margins on
the various product lines were within normal ranges as expected
and were fairly consistent throughout the year.

Selling and administrative expenses increased by $376,000 for
the year ended April 30,1995 as compared to the same period last
year.  The increase results primarily from overall increased
legal costs in connection with the U.S. government
investigation.  Other increases in costs occurred in insurance
and severance for terminated employees.  In addition, the
Company is continuing its efforts in the area of research and
development for its new commercial products which resulted in
costs of $1,940,000 for the year ended April 30,1995.

As a result of the above, the operating loss for fiscal 1995 was
$6,025,000 compared to a loss of $6,174,000 for the same period
last year.

Interest income for the year ended April 30, 1995 decreased by
approximately $111,000 from the comparable period in 1994. 
Interest income on investments was actually greater in fiscal
1995 due to higher levels of earning assets and greater interest
rates as a result of investment strategies offset by a lack of
interest earned on federal income tax refunds in 1994 which did
not recur in fiscal 1995.

Interest expense was $1,034,000 in the year ended April 30,1995
compared to 973,000 for the same period last year.  The increase
of $61,000 results primarily from higher interest rates offset
to a lesser degree by lower average borrowings.

Other income, net for the year ended April 30,1995 was
$2,325,000 compared to $1,606,000 for the same period last year.
 The increase is due primarily to a gain realized on the sale of
certain marketable securities offset by reduced rents.

FISCAL YEAR ENDED APRIL 30, 1994 COMPARED WITH FISCAL YEAR ENDED
APRIL 30, 1993

Net sales for the year ended April 30, 1994 were $27,464,000
compared to $43,321,000 for fiscal 1993 representing a decrease
of $15,767,000.  This reduction in sales resulted primarily from
the reduced business resulting from the closing of the west
coast facility and the related sale and disposal of certain
product lines and to a lesser degree, reductions in DOD and NASA
programs.

Overall gross margins were 9% for the years ended April 30, 1994
and 1993.  Gross margins on the Company's core business were
within normal ranges as expected.  However, such margins were
reduced by actual contract costs incurred in connection with the
company's west coast consolidation which were greater than
expected, and the higher than anticipated technical development
costs incurred during the engineering, design and production
stages of certain projects.

As previously stated, during fiscal 1993, Registrant
restructured its operations which included the consolidation of
the west coast operations into the Mitchel Field facility and
the sale and disposal of certain product lines which was
estimated to cost approximately $5.4 million.  In addition, 1993
results included certain inventory writedowns resulting from
manufacturing and technological improvements developed by the
Registrant.  Such events did not recur in fiscal 1994, although
the restructuring costs were greater than expected and continued
to have a negative impact on fiscal 1994.  In addition, legal
expenses of $1.8 million were incurred during 1994 in connection
with the U.S. government investigation which represented an
increase of $1.3 million over fiscal 1993.  These charges were
offset by a reduced level of selling and administrative costs of
the west coast operations due to the elimination of duplicative
functions and a continued, but reduced level of research and
development expenditures.

As a result of the above, the operating loss for fiscal 1994 was
$6,174,000 compared to a loss of $12,279,000 for fiscal 1993.

Interest income for the year ended April 30,1994 increased by
approximately $197,000 from the comparable period in 1993
principally as a result of interest earned on federal income tax
refunds offset by lower interest rates.

Interest expense for fiscal 1994 decreased by $158,000 over the
comparable period in 1993 due primarily to lower average
borrowings and lower interest rates.

Other, net increased by $264,000 in fiscal 1994 compared to
fiscal 1993 primarily as a result of increased rents.

The tax benefit in fiscal 1994 is lower than in fiscal 1993 by
approximately $3.3 million due to the full utilization of net
operating loss carrybacks and the reversal of deferred taxes as
a result of operating losses in fiscal 1993.  No federal tax
benefit could be recorded in fiscal 1994 under the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes."

OTHER MATTERS

On May 1,1994 the Company adopted the provisions of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" ("Statement 115"). 
Pursuant to Statement 115, investments in certain debt and
equity securities are categorized as available-for-sale and are
carried at fair value, with unrealized gains and losses excluded
from income and recorded directly to stockholders' equity.  In
accordance with Statement 115, prior period financial statements
have not been restated to reflect the change in accounting
principle.  The favorable cumulative effect of this change in
accounting principle was approximately $215,000 or $.04 per
share.

Effective May 1,1994, the company changed its method of
accounting for its Employee Stock Ownership Plan ("ESOP") in
accordance with Statement of Position ("SOP") 93-6.  In fiscal
1995, in accordance with SOP 93-6, the annual expense related to
the leveraged ESOP is determined as interest incurred on the
note plus compensation cost based on the fair value of the
shares released.  For the year ended April 30,1994 and 1993,
compensation cost was based on the cost of the shares released. 
The effect of this change on the statement of operations for the
year ended April 30,1995 was a benefit of $208,000 or $.04 per
share.  The SOP also requires that ESOP shares that are
committed to be released are considered outstanding for purposes
of calculating earnings per share.  In fiscal 1994 and 1993 all
ESOP shares were considered outstanding for purposes of
calculating earnings per share.

The Registrant continues to focus a significant portion of its
resources and efforts on developing hardware for commercial
satellite programs and commercial ground communication systems
which it anticipates will result in future growth and increases
in profits. In fiscal 1994, all of the Registrant's commercial
communications and space programs were transferred to its wholly
owned subsidiary, FEIC. In addition, Registrant is aggressively
pursuing markets for its commercial rubidium product line and
its C and KU-Band VSAT transceivers. These products have major
application in commercial satellite, ground communications
systems and telephone communications systems. The foregoing
developments have been implemented with a view towards enabling
Registrant to achieve long- term increases in sales from other
than Defense Department programs.

Over the past several years Registrant has been successful in
applying its resources to providing prototypes and preproduction
hardware for use in military navigation, communication, guidance
and electronic countermeasure programs and space applications.
Prototypes developed by Registrant are now in the production
stage and its new product line consisting of high speed
multi-mode synthesizers used in advanced radar systems is in the
preproduction stage. Management has implemented new techniques
stressing automation in crystal manufacturing, machining,
in-process and final testing, and thick and thin film hybrid
production in order to achieve production efficiencies. In
addition, the Registrant's overhead has been reduced
significantly by the elimination of duplicate functions that
existed previously along with a concentration of technical and
production expertise in a single location.

The financial information reported herein is not necessarily
indicative of future operating results or of the future
financial condition of Registrant. Except as noted, management
is unaware of any impending transactions or events that are
likely to have a material adverse effect on results from
operations.

INFLATION

During fiscal 1995, as in the two prior fiscal years, the impact
of inflation on the Registrant's business has not been
materially significant.


Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Frequency
Electronics, Inc.

We have audited the consolidated financial statements and the
financial statement schedule of FREQUENCY ELECTRONICS, INC. and
SUBSIDIARIES listed in Item 14(a) of this Form 10-K. These
financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Frequency Electronics, Inc. and
Subsidiaries as of April 30, 1995 and 1994, and the consolidated
results of their operations and their cash flows for each of the
three years in the period ended April 30, 1995, in conformity
with generally accepted accounting principles. In addition, in
our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements
taken as a whole, presents fairly, in all material respects, the
information required to be included therein.


As more fully discussed in Note 9 to the consolidated financial
statements, the Company and certain of its employees were
indicted and served with a civil suit by the United States
Government (the "Government") in November 1993 in the United
States District Court for the Eastern District of New York (the
"Eastern District").  The indictment and the civil action allege
fraud and certain criminal acts relating to certain Government
contracts.  In addition, two derivative actions have been filed
against the Company, as a nominal defendant, its board of
directors, and certain individuals essentially seeking recovery
on behalf of the Company for any losses it may incur as a result
of the Government indictment and civil action.  The Company and
its former chief executive officer have been named as defendants
in a qui tam action in the Eastern District in which claims are
made by an individual on behalf of the Government that the
Company manufactured certain defective components which were
ultimately sold to the Government.  The Company was notified by
an agency of the Government that it has been temporarily
suspended from contracting with the government pending the
outcome of the legal proceedings in the Eastern District.  The
Company and the individual defendants have pleaded not guilty to
the indictment and have denied the allegations of the
Government, derivative and qui tam actions and will vigorously
contest all such civil and criminal proceedings.  The government
civil action has been stayed pending the resolution of the
indictment. The ultimate outcome of these actions and the
government's suspension as well as their impact, if any, on the
consolidated financial statements and operations cannot
presently be determined.  Accordingly, no provision for any
liability that may result has been made in the accompanying
consolidated financial statements.

	In 1995, as discussed in Note 1 to the consolidated financial
statements, the Company changed its method of accounting for
certain investments in debt and equity securities and, as
discussed in Note 11, changed its method of accounting for
contributions to its Employee Stock Ownership Plan.  As
discussed in Note 12 to the consolidated financial statements,
the Company changed its method of accounting for income taxes in
1994.





Melville, New York

July 5, 1995.


FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES

Consolidated Balance Sheets

April 30, 1995 and 1994

		



			ASSETS:                       1995             1994

						   (In thousands)

Current assets:

	Cash and cash equivalents       $ 4,291          $11,171

	Marketable securities (Note 3)   11,387            1,293



Accounts receivable, net of allowance for
  doubtful accounts of $562 in 1995 
	   and 1994 (Note 4)             13,894           22,212

	Inventories (Note 5)             11,168           11,490

	Prepaid expenses and other        1,257              897
 
	Refundable income taxes             318              287

		 Total current assets           42,315           47,350



Property, plant and equipment, at cost,
	less accumulated depreciation 
	and amortization (Notes 6 and 7)   9,192          10,039

Investment in direct finance lease 
(Note 8)                            9,452           9,264

Other assets                        1,777           3,270

Asset held for sale (Note 2)        2,296           2,732 



             			Total assets      $65,032        $72,655



The accompanying notes are an integral part
of these financial statements.



FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Consolidated Balance Sheets
April 30, 1995 and 1994

		



		LIABILITIES AND STOCKHOLDERS' EQUITY:                 1995     1994

						   (In thousands)



Current liabilities:

Current maturities of long-term debt (Note 7)          $   750   $ 1,085

Accounts payable - trade                                   727     1,084

Accrued liabilities                                      1,782     2,582


                    			Total current liabilities        3,259     4,751



Long-term debt, net of current maturities (Note 7)      12,187    12,938

Deferred compensation (Note 11)                          2,628     2,002

Other                                                      144       387



                                                 							18,218    20,078



Commitments and contingencies (Notes 8 and 9)



Stockholders' equity (Note 11):

	Preferred stock - authorized 600,000 shares
		of $1.00 par value; no shares issued
	Common stock - authorized 20,000,000 shares
		of $1.00 par value; issued - 
		6,006,300 shares in 1995 and 1994                   6,006     6,006

	Additional paid-in capital                          35,131    35,339

	Retained earnings                                    13,443    17,286

	                                               						54,580    58,631
 
	Common stock reacquired and held in treasury -
		at cost (964,305 shares in 1995 and
		619,305 shares in 1994)                           (4,387)   (2,975)

	Unamortized ESOP debt (Notes 7 and 11)             (2,500)   (3,000)

	Notes receivable-common stock (Note 10)             (822)

	Unearned compensation                                (18)      (79)

	Unrealized holding loss                              (39)                



			Total stockholders' equity                      46,814    52,577



	Total liabilities and stockholders'
			  equity                                      $65,032   $72,655


The accompanying notes are an integral part 
of these financial statements.


FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Consolidated Statements of Operations        
Years ended April 30, 1995, 1994, and 1993

		



                                    					   1995     1994     1993
				                                	(In thousands, except share data)





Net sales (Note 13)                      $24,081   $27,464   $43,231

Cost of sales                            20,602     25,083    39,474

Selling and administrative expenses       7,564      7,188     8,850

Research and development expenses         1,940      1,367     1,783

Restructuring costs (Note 2)                                   5,403



               		Total operating expenses  30,106    33,638    55,510



                     			Operating loss    (6,025)   (6,174)  (12,279)



Other income (expense):

      	Interest income                     758       869         672

      	Interest expense                 (1,034)     (973)      (1,131)

      	Other, net (Notes 3 and 8)       2,325       1,606       1,342

											  

	   Loss before (provision)
      	   benefit for income taxes     (3,976)    (4,672)     (11,396)



(Provision) benefit for income

      	taxes (Note 12)                  (82)        50          3,430



Loss before cumulative effect of change
in accounting principle                (4,058)    (4,622)      (7,966)



Cumulative effect of change in                                          
accounting principle                      215                               



Net Loss                               ($3,843)    ($4,622)     ($7,966)



Loss per common share before 
cumulative effect of change in 
accounting principle (Note 1)          ($.84)      ($.85)         ($1.42)



Cumulative effect of change in                                  
accounting principle                    .04                               



Loss per common share                 ($.80)      ($.85)         ($1.42)

Weighted average common shares and
common share equivalents outstanding
(Note 1)                            4,835,367      5,410,762       5,596,788


The accompanying notes are an integral part
of these financial statements.


FREQUENCY ELECTRONICS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Years ended April 30, 1995, 1994 and 1993
(In thousands, except share data)

					                                      Additional
			                         Common stock    paid-in      Retained
                    			   Shares    Amount  capital      earnings     
Balance at May 1, 1992   6,006,300   $6,006  $35,339      $29,874      

Amortization of unearned
compensation                                                           

Purchase of treasury stock                                             


Amortization of ESOP 
debt as a result of 
shares allocated         

Net loss                                                    (7,966)
							    
Balance at April 30, 1993  6,006,300   $6,006  $35,339      $21,908

Exercise of restricted
stock purchase rights                                     
									 
Amortization of unearned
compensation
Purchase of treasury stock

Amortization of ESOP debt                                        
as a result of shares
allocated                                                             

Net loss                                                   (4,622)

Balance at April 30, 1994       6,006,300  6,006  35,339    17,286

Amortization of unearned
compensation
Purchase of treasury stock

Amortization of ESOP debt as a
result of shares allocated                           (208)

Decrease in market value of                             
marketable securities                   

Advances to  officers and 
employees for the
purchase of stock 

Net loss
                                                  							      (3,843)
Balance at April 30, 1995   6,006,300      $6,006   $35,131   $13,443

							                                                   Note
							                                                   Receivable
			                         Treasury stock   Unamortized  Common      
                      			   Shares    Amount  ESOP dept    Stock
Balance at May 1, 1992     329,082  ($1,674)  ($4,000)          

Amortization of unearned
compensation                                                           

Purchase of treasury stock  167,423  (749)

Amortization of ESOP 
debt as a result of 
shares allocated                                 500      

Net loss                    

Balance at April 30, 1993   496,505   (2,423)   (3,500)  
Exercise of restricted
stock purchase rights        (4,000)      4       
Amortization of unearned
compensation 
Purchase of treasury stock  126,800     (556)

Amortization of ESOP debt                                        
as a result of shares
allocated                                          500

Net loss                                                   

Balance at April 30, 1994     619,305  (2,975)   (3,000)

Amortization of unearned compensation                                           
Purchase of treasury stock    345,000   (1,412)

Amortization of ESOP debt as a
result of shares allocated                         500

Decrease in market value of                             
marketable securities                   

Advances to  officers and 
employees for the
purchase of stock                                         ($822)
Net loss

Balance at April 30, 1995   964,305   ($4,387)   ($2500)  ($822)

				                                  Unrealized
				                                  gain or
				                                  (loss) on
				                                  noncurrent
			                       Unearned    marketable
                     			compensation  securities    Total
Balance at May 1, 1992    ($388)                   $65,157          

Amortization of unearned
compensation               173                       173   
Purchase of treasury stock                           (749)

Amortization of ESOP 
debt as a result of 
shares allocated                                      500      

Net loss                                             (7,966)

Balance at April 30, 1993    (215)                   (57,115)

Exercise of restricted
stock purchase rights        (33)                       (29)         
									 
Amortization of unearned
compensation                 169                        169                 

Purchase of treasury stock                           (556)                     

Amortization of ESOP debt                                        
as a result of shares
allocated                                               500                    

Net loss                                             (4,622)      

Balance at April 30, 1994      (79)                   52,577

Amortization of unearned
compensation                    61                      61                   

Purchase of treasury stock                            (1,412)

Amortization of ESOP debt as a
result of shares allocated                              292

Decrease in market value of                ($39)         (39)             
marketable securities                   

Advances to  officers and 
employees for the
purchase of stock                                       (822)             
							
Net loss                                  						       (3,843)
Balance at April 30, 1995         ($18)    ($39)       $46,814


The accompanying notes are an integral part of these financial
statements.


FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended April 30, 1995, 1994 and 1993



                    			     1995           1994          1993
				                                 (In thousands)

Cash flows from operating activities:

	Net loss               ($3,843)        ($4,622)       ($7,966)

Adjustments to reconcile net 
loss to net cash provided by
operating activities:
Depreciation and amortization
    	     Property         995           1,576          2,151

           		Other         20            (425)           173

Provision for losses on accounts
receivable and inventories                              4,112

(Gains) losses on marketable
securities               (1,197)            (94)           213

Restructuring costs                                      4,109

 Loss (gain) on sale or disposal of
property, plant and equipment              560            (63)

 Common stock issued for compensation
			       plans                              4        

Amortization resulting from
allocation of ESOP shares          292       500            500

Provision for deferred compensation 717       237            278
 Deferred income taxes                                     (2,242)

Changes in assets and liabilities:
Accounts receivable               8,318      10,265          4,063
Inventories                        322        1,672            407
Prepaid and other                  (360)         290            373
Other assets                        497          727           (607)
Accounts payable - trade           (357)        (111)          (966)
Accrued liabilities              (800)        (4,912)           513
Income taxes payable                            (281)           (60)
Refundable income taxes            (31)         1,335         (1,622)
Other liabilities                 (311)                              


Net cash provided by 
operating activities              4,262          6,721          3,366



Cash flows from investing activities:
Purchase of marketable 
securities                       (11,094)
Proceeds from sale of marketable                
securities                         2,440

Maturities of marketable 
securities                         1,000                          

	Capital expenditures              (168)          (404)        (5,692)

Proceeds from sale of property, 
plant and equipment                                  34             93 

Net cash used in investing
activities                         (7,822)          (370)        (5,599)

Continued



FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended April 30, 1995, 1994 and 1993

(Continued)


                            				    1995         1994           1993
					                                 	     (In thousands)

Cash flows from financing activities:
Principal payments of long-term
		debt                          (1,086)      (11,913)         (2,017)
Purchase of treasury stock      (1,412)         (556)           (749)
Notes receivable from employees   (822)
Proceeds from long-term borrowings                800            4,447

Net cash (used in) provided by 
financing activities             (3,320)      (11,669)          1,681

Net decrease in cash    
and cash equivalents              (6,880)       (5,318)           (552)

Cash and cash equivalents at
 beginning of year                11,171        16,489          17,041

Cash and cash equivalents at
end of year                        $4,291       $11,171         $16,489



Supplemental disclosures of cash flow
information (Note 15):

Cash paid during the year for:

Interest                            $1,017          $833           $918
Income taxes                          $151          $383            $608


The accompanying notes are an integral part
of these financial statements.





1.      Summary of Accounting Policies

	Principles of Consolidation:

The consolidated financial statements include the accounts of
Frequency Electronics, Inc. and its wholly-owned subsidiaries
(the "Company" or "Registrant"). The Company is principally
engaged in the design, development and manufacture of precision
time and frequency control products and components for microwave
integrated circuit applications. Intercompany accounts and
significant intercompany transactions are eliminated in
consolidation.

	Inventories:

Inventories, which consist of work-in-process and raw materials,
are accounted for at the lower of cost (specific and average) or
market.

	Property, Plant and Equipment:

Property, plant and equipment is recorded at cost and includes
interest on funds borrowed to finance construction. 
Expenditures for renewals and betterments are capitalized;
maintenance and repairs are charged to income when incurred.
When fixed assets are sold or retired, the cost and related
accumulated depreciation and amortization are eliminated from
the respective accounts and any gain or loss is credited or
charged to income.

	Depreciation and Amortization:

Depreciation of fixed assets is computed on the straight-line
method based upon the estimated useful lives of the assets (40
years for buildings and 3 to 10 years for other depreciable
assets). Leasehold improvements are amortized on the
straight-line method over the shorter of the term of the lease
or the useful life of the related improvement.

	Revenue and Cost Recognition:

Sales of products and services to customers are generally
reported in operating results based upon shipment of the product
or the performance of services pursuant to contractual terms.

Revenue under contracts for which shipments are an inappropriate
measurement of performance are reported in operating results
using the percentage of completion method based upon the ratio
that incurred costs bear to total estimated costs.  Provisions
for anticipated losses are made in the period in which they
become determinable.  Changes in job performance may result in
revisions to costs and income and are recognized in the period
in which revisions are determined to be required.

Contract costs include all direct material and labor costs and
those indirect costs related to contract performance, such as
depreciation, indirect labor and supplies. Selling, general and
administrative costs are charged to expense as incurred.

In accordance with industry practice, inventoried costs contain
amounts relating to contracts and programs with long production
cycles, a portion of which will not be realized within one
year.Income Taxes:

Effective May 1,1993, the Company changed its method of
accounting for income taxes by adopting the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" (Statement 109). Statement 109 requires
recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based
on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse.
Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.  The
cumulative effect of this change in accounting principle on
prior years is insignificant to the Company's statement of
operations.

	Earnings per Share:

Primary earnings per share are computed by dividing net earnings
by the weighted average number of shares of common stock and,
when dilutive, common stock equivalents outstanding.

The weighted average number of shares used in determining
earnings per share has been determined as follows:

                          				1995               1994           1993 

Weighted Average number of 
common shares outstanding     4,835,367         5,410,762       5,590,910 

Weighted average common 
equivalent shares arising from
outstanding options and rights                                   5,878 

	                           			4,835,367       5,410,762       5,596,788 
 

Fully diluted earnings per share are not presented since they do
not materially vary from primary earnings per share.








               Marketable Securities:

Marketable securities consist of investments in common stocks,
mutual funds, and debt securities of U.S. government agencies. 
At April 30,1993 and 1994, these investments were recorded at
the lower of aggregate cost or market.  Substantially all of the
marketable securities at April 30,1995 were held in the custody
of one financial institution.

On May 1,1994 the Company adopted the provisions of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" ("Statement 115"). 
Pursuant to Statement 115, investments in certain debt and
equity securities are categorized as available for sale and are
carried at fair value, with unrealized gains and losses excluded
from income and recorded directly to stockholders' equity.  In
accordance with Statement 115, prior period financial statements
have not been restated to reflect the change in accounting
principle.  The favorable cumulative effect of this change in
accounting principle was approximately $215,000 or $.04 per
share.

	Cash Equivalents:

The Company considers certificates of deposit and other highly
liquid investments with original maturities of three months or
less to be cash equivalents. The Company places its temporary
cash investments with high credit quality financial
institutions. Such investments may be in excess of the FDIC
insurance limit. No losses have been experienced on such
investments.

Other:

Prior years financial statements have been reclassified to
conform to the 1995 presentation.

2.      Restructuring

In the fourth quarter of fiscal 1993, the Company recorded a
$5.4 million charge relating to the consolidation of the
Company's west coast operations with its east coast headquarters
facility. The restructuring, which consolidated the
manufacturing, engineering and marketing functions and resulted
in the sale or disposal of certain unprofitable product lines,
is substantially complete. At April 30, 1995, the only remaining
asset is a building which has been written down to its estimated
realizable value of 2.3 million.  In June 1995, the building was
sold for such amount.  The Company received $500 thousand in
cash and a promissory note for $1.8 million.  Such note bears
interest at 10% and requires monthly installments of principal
and interest of $19,343 until July 31,2000 when the entire
remaining principal balance shall be due and payable.



3.  Marketable Securities

Marketable securities at April 30,1995 and 1994 are summarized
as follows (in thousands):

                                  							 April 30,1995           
							                                                    Unrealized
                                                            Holding
			                        	  Cost        Market Value   Gain (Loss) 

Fixed income securities        $ 9,965        $10,019         $54  

Equity Securities               1,461          1,368         (93) 

                          				 $11,426         $11,387       ($39) 





                                   					 April 30,1994 (1)               

                          				      Cost       Market Value   

Fixed income securities             $  628          $  655      

Equity Securities                     2,587           2,345      

                             				     $3,215          $3,000      

			

(1) Includes amounts classified in other assets.                        



As of April 30,1995, gross unrealized gains and losses on fixed
income securities were $123 and $69, respectively.  Gross losses
on equity securities were $93.

Maturities of fixed income securities classified as available
for sale at April 30,1995 are as follows (in thousands):

Current                                          $4,236  

Due after one year through five years             4,903  

Due after five years through ten years            728  

After ten years                                    98  


The proceeds from sales of available-for-sale securities and the
gross realized gains (based on specific identification) were
$2.4 million and $1.2 million, respectively for the year ended
April 30,1995.


4.     Accounts Receivable

Accounts receivable include costs and estimated earnings in
excess of billings on uncompleted contracts accounted for on the
percentage of completion basis of approximately $5,456,000 at
April 30, 1995 and $9,290,000 at April 30, 1994. Such amounts
represent revenue recognized on long-term contracts that has not
been billed, pursuant to contract terms, and was not billable at
the balance sheet date.



5.      Inventories

Inventories consisted of the following (in thousands):

                    			  1995            1994  

Raw Materials            $1,569            $714 

Work in Progress           9,599           10,776  

                       			 $11,168         $11,490 



Title to all inventories related to United States Government
contracts that provide for progress billings vests in the U.S.
Government.

6.      Property, Plant and Equipment

Property, plant and equipment consists of the following (in
thousands):

                                   					 1995             1994 

Buildings and building improvements     $ 8,753         $ 8,753 

Machinery, equipment and furniture      15,079           21,881 

Capitalized leases                          152            152 

                                    					23,984          30,786 

Less, accumulated depreciation 
and amortization                          14,792         20,747 

                                  					  $ 9,192         $10,039 



Depreciation and amortization expense for the years ended April
30, 1995, 1994 and 1993 was $995,000, $1,576,000, and
$2,151,000, respectively.

Maintenance and repairs charged to operations for the years
ended April 30, 1995, 1994 and 1993 was approximately $562,000,
$880,000, and $1,137,000, respectively.

Portions of a building owned by the Company are leased to
outside parties. Related cost and accumulated depreciation at
April 30, 1995 are approximately $564,000 and $145,000,
respectively.


7.        Long-Term Debt

Long-term debt consists of the following (in thousands):

                                          						  1995      1994 

		 

Unsecured note payable in forty equal 
quarterly installments of $125,000 
through April 1, 2000 with interest at 
adjusted LIBOR plus 1.00% (7.0625% at 
April 30, 1995) (1)                              $ 2,500     $3,000  

Nassau County Industrial Development Bonds  
Payable in quarterly installments of $62,500 
through September 30, 2000 at 79% of
prime (7.11% at April 30, 1995) (2)             1,437           1,687  

Real Estate Construction Loan in the amount 
of $9,000,000, maturity date July 31, 1997 
with interest at LIBOR plus 1.375%
(7.4375% at April 30, 1995) or prime plus 
0.25% (3)                                       9,000          9,000  

Nassau County Industrial Development Bonds 
Payable in quarterly installments of $83,333 
through 1995 at 65% of prime (5.85% at
April 30, 1995)                                                  336  

                                        						 12,937          14,023  

Less, current maturities                           750           1,085  

                                          						 $12,187         $12,938  



(1)     This note, originally in the amount of $5,000,000, was used
to fund the purchase of 714,286 shares of the Company's common
stock for the Employee Stock Ownership Plan (see Note 11). 
Under the terms of this loan the Company has the right to borrow
either at the bank's stipulated prime rate, at LIBOR plus 1.0%
or at a designated fixed rate to be determined.

(2)     This obligation is collateralized by certain property, plant
and equipment having a net book value of approximately
$6,452,000 at April 30, 1995.

(3)     This obligation is collateralized by the tenant's assets for
which a building was constructed (see Note 8).


Aggregate amounts of long-term debt scheduled to mature in each
of the subsequent years ending April 30, are as follows (in
thousands):

 1996           $   750 

1997               9,750 

1998               750 

1999              750 

2000              750 

2001 and 
thereafter        187 

             		 $12,937 



8.      Leases

Operating Leases:

The Company leases land, on which its plant is located, under an
operating lease expiring in 2080. The lease provides for
payments of real estate taxes, insurance and other charges by
the lessee. The lease agreement provides for rental escalations
ranging from three to ten percent at varying periods of from
four to ten years. The Company also has sublease rentals
providing for annual rental income. These sublease agreements
provide for escalations which are substantially the same as
those in the company's lease.

Lease commitments and related sublease rental income for real
property at April 30, 1995 are as follows (in thousands):

	Aggregate Lease Commitments     Sublease Rental Income 

1996              $   276                 $ 66 

1997                  238                   66 

1998                  218                    66 

1999                  182                    66 

2000                  167                    66 

2001 and thereafter  18,797                 462  

                		   $19,878                  $792 



Lease rental expenses, including real estate taxes, charged to
operations for the years ended April 30, 1995, 1994 and 1993
were approximately $1,158,000, $910,000, and $704,000,
respectively.

Sublease rental income for the years ended April 30, 1995, 1994
and 1993 was approximately $66,000 in each year.

Direct Finance Lease:

During 1993, construction was completed on a building which is
being leased to National Health Laboratories, Inc. ("NHL") under
a fifteen year direct finance lease.


Income on this direct finance lease is recognized by a method
which produces a constant periodic rate of return on the
outstanding investment in the lease. Minimum rentals are based
on the specified rental rate in the agreement and are subject to
adjustment based on the difference between the actual rate of
interest incurred on the borrowing used to construct the
facility and the targeted range of 9.75% to 10.25%.  During
fiscal 1995,1994 and 1993, rental reductions, representing
actual interest savings, of approximately $286,000, $437,000,
and $203,000, respectively were passed through to NHL.  The
Company's net investment in the direct finance lease is as
follows (in thousands):

Minimum lease payments receivable       $27,851  

Unearned Income                          (18,399) 

Net Investment                           $ 9,452  





The scheduled maturities for the direct financing lease
receivable at April 30, 1995 are as follows (in thousands):



1996                     $ 1,719 

1997                     1,804 

1998                     1,895 

1999                      1,989 

2000                     2,089 

2001 and thereafter      18,355 

                    			 $27,851 

	



9.      Commitments and Contingencies

U.S. Government Indictment:

On November 17, 1993, a Federal Grand Jury (the "Grand Jury") in
the United States District Court for the Eastern District of New
York indicted the Company and certain individuals (including
certain officers) alleging that they conspired to and did
defraud the U.S. Government ("the Government") and committed
certain criminal acts in connection with six contracts (which
were terminated for the convenience of the Government) under
which the Company was a subcontractor and the Government was the
end-user. Such alleged criminal acts included submitting false
documents, intentionally making false statements and destroying
or causing to be destroyed, records relating to labor and other
costs. On April 6, 1994 the Grand Jury returned a superseding
indictment for the purpose, it is believed, of curing certain
asserted deficiencies in the original indictment. Upon a
conviction under the original or superseding indictment
(collectively the "Indictment") the Government may seek fines,
penalties, forfeitures, restitution, treble damages and other
conditional relief. The Company and the other defendants have
pleaded not guilty to and intend to vigorously defend the
Indictment.


    U.S. Government Civil Action:

Contemporaneously with the issuance of the original indictment,
the Government commenced a civil action for damages naming the
same parties and alleging essentially the identical facts and
charges set forth in the Indictment. The complaint seeks to
recover treble damages in an unspecified amount, $10,000 for
each false claim, record and statement, certain costs and
attorney's fees, and such other relief the court deems proper.
Neither the Indictment nor the civil action alleges the dollar
amounts as to which the Government claims it was defrauded. The
Company was reimbursed for costs incurred for contract
performance and for settlement costs in connection with the six
terminated contracts. The civil action has been stayed pending
the disposition of the Indictment. The Company and the other
defendants have denied the allegations of and intend vigorously
to contest the civil action.

	Private Civil Derivative Actions:

On December 1, 1993 and February 4, 1994 two separate derivative
shareholder actions (pursuant to a court order, are now
consolidated under one civil action) were served in state court
actions against the Company as a nominal defendant and the
entire board of directors and certain individuals.  A derivative
action is one permitted by law to be instituted by a shareholder
for the benefit of a corporation to enforce an alleged right or
claim of the corporation where it is alleged that such
corporation has either failed and refused to do so or may not
reasonably be expected to do so. The substance of the complaint
in each action is similar and comprises a series of allegations
that the misconduct of Company personnel, involved in the
aforementioned Indictment, is such that it exposes the company
to material and substantial monetary judgments and penalties and
the loss of significant business, and the directors were under a
fiduciary obligation to manage and control the business
operations of the Company and the conduct of its personnel. The
complaint seeks judgment against the directors in the amount of
all losses and damages suffered by the Company on account of the
facts alleged in the complaint, together with interest costs,
legal and other professional fees. The Company and the other
defendants have denied the allegations of and intend vigorously
to contest the derivative actions.  The derivative shareholder
actions have been stayed pending the disposition of the
Indictment, and related investigations.

Qui Tam Action:

In March 1994, a qui tam action was served upon the Company and
Martin Bloch, its former chief executive officer. A qui tam
action is a form of derivative action wherein an individual may,
under certain circumstances, bring a legal action against one or
more third persons on behalf of the Government for damages and
other relief by reason of one or more alleged wrongs perpetrated
against the Government by such third persons. The complaint
alleges that the Company, in connection with its subcontract to
design and manufacture certain oscillators which are components
of the Government's Advance Medium Range Air to Air Missiles
("AMRAAMS"), improperly designed, manufactured and tested the
oscillators and as a result the Government sustained damages.
The complaint demands an unspecified amount of damages allegedly
suffered by the Government, and asks that the Court determine
the damages and assess civil penalties as provided under the
False Claims Act. Under the False Claims Act, a recovery can be
made in favor of the Government for a civil penalty of not less
than $5,000 and not more than $10,000 as to each false claim and
for each false record and statement, plus three times the amount
of damages it is determined the Government sustained, plus legal
fees and expenses. The Company and Mr. Bloch have denied the
allegations of and intend to vigorously defend the qui tam
action.


Company Position and Legal Fees:

The Company and the individual defendants in each of the legal
matters described above consider the allegations and the charges
asserted to be unjustified. They further consider the actions of
the Company and the individual defendants with respect to the
subject matter of these charges to have been taken in good faith
and without wrongful intent, criminal or otherwise. Because of
the uncertainty associated with the foregoing matters, the
Company is unable to estimate the potential liability or loss
that may result, if any, and accordingly, no provision has been
made in the accompanying consolidated financial statements.
Included in selling and administrative expenses are legal fees
incurred in connection with the above matters of approximately
$2,300,000, $1,819,000, and $547,000 for fiscal years ended
1995, 1994 and 1993, respectively.

Government Contract Suspension:

On December 14, 1993 the Company was notified by the U.S.
Department of the Air Force that, effective December 13, 1993,
it had been suspended from contracting with, or acting as
subcontractor under any contract with, any agency of the
Government and that such suspension is effective throughout the
executive branch of the Government. The suspension is temporary,
subject to the outcome of legal proceedings against the Company
and the four individuals presently pending in the Eastern
District as discussed above. The suspension does not preclude
the completion by the Company of its performance of Government
contracts or subcontracts awarded to it and pending on the date
of suspension. The Government may also conduct business with the
Company during the period of suspension when a Government
department or agency determines that a compelling reason exists
for it to do so. The suspension allows the Company the
opportunity to contest the suspension by submitting information
and argument in opposition to the suspension.  Since the Company
and all the individual defendants have pleaded not guilty to the
Indictment and denied the charges alleged in the Government's
related civil action, the Company believes that the suspension
is unwarranted, and accordingly, is vigorously contesting the
suspension. However, to date, the suspension has not been
withdrawn and no assurance can be given as to removing the
suspension pending a favorable disposition of the aforementioned
legal proceedings. If the Indictment results in conviction, the
period of suspension could be extended by way of the debarment
of the Company from any future Government contracts or
subcontracts.  Debarment is imposed for a period commensurate
with the seriousness of the causes. Generally, debarment does
not exceed three years. The duration of the Company's suspension
will be considered in determining the debarment period.

Approximately 75% of the Company's revenue for fiscal 1995 is
comprised of prime and subcontracts in which the Government is
the end-user. The other category of the Company's business is in
commercial and export markets unrelated to the Government. In
view of the extent to which the Company is currently reliant on
government contracts and subcontracts and the effect which the
suspension, unless withdrawn, will have on the Company's ability
to continue to obtain such business, the Company believes that
the suspension and possible debarment is an extremely serious
matter which is likely to have a material adverse effect on the
Company's business prospects, financial condition and results of
its operations.


Unasserted Claims:

By reason of a separate Grand Jury investigation, the Company
was served at various times with a series of Grand Jury
subpoenas commencing in late December 1993. The subpoenas, with
which the Company complied, called for the production of a
variety of finance, accounting and other documents relating to
AMRAAMS.  The prosecutor has not advised as to the theory of
this investigation. Based upon the documents subpoenaed, it
appears that the inquiry relates to finance and/or pricing
matters. The Company regards charges or claims of violations of
Government laws and regulations as extremely serious and
recognizes that such charges or claims could have a material
adverse affect on it. In the event of an indictment and
conviction against the Company in this matter, the Government
may seek fines, penalties, restitution, forfeitures, treble
damages or other conditional relief. The Company would also be
subject to the suspension and debarment regulations of the
Department of Defense described above. To date, no charges have
been filed, nor claims asserted against the Company as a result
of this Grand Jury investigation.

Environmental Matters:

In connection with an acquisition in 1988, the Company obtained
certain real estate which the U.S. Environmental Protection
Agency proposed be added to the National Priorities List, which
would subject the premises to the Superfund requirements of the
law. No estimate as to the cost to clean up the premises has
been made or provided to the Company. Pursuant to the terms of
the purchase agreement, the seller, a financially capable party,
indemnified the Company from any liabilities arising from this
environmental matter, and accordingly it is management's opinion
that the outcome will not have a significant impact on the
Company's financial position or results of operations.

Other:

The Company is subject to various other legal proceedings and
claims which arise in the ordinary course of business. In the
opinion of management, the amount of ultimate liability with
respect to these actions will not materially affect the
financial position of the Company.

10.     Notes Receivable-Common Stock

In October 1994, certain officers and employees acquired an
aggregate of 250,000 shares of the Company's common stock in the
open market.  The purchase price of these shares of
approximately $822,000 was financed by advances from the Company
to such officers and employees.  The notes, collateralized by
the shares of common stock purchased, accrue interest at 1/2%
above prime (8.25% at date of issuance) which is payable and
adjusted annually.  The principal is due in its entirety at the
earlier of termination of employment or October 1999.

11.     Employee Benefit Plans

Stock Options:

The Company has various Incentive Stock Option Plans ("ISOP's")
for key management employees (including officers and directors
who are employees). The ISOP's provide that eligible employees
may be granted options to purchase an aggregate of 900,000
shares of the Company's common stock. Under one Plan the options
are exercisable one year after the date of grant. Under the
remaining plans the options are exercisable over a four-year
period beginning one year after the date of grant.  The options
expire ten years after the date of grant and are subject to
certain restrictions on transferability of the shares obtained
on exercise. The options are granted at the discretion of the
Stock Option committee at an exercise price not less than the
fair market value of the Company's common stock on the date of
grant.

Transactions under these plans are as follows:

                                  					 1995      1994          1993 

Outstanding at beginning of year        591,446   560,846      594,846  

Granted                                           113,000          

Expired or canceled                     (48,375)  (82,400)    (34,000) 

Outstanding at end of year               543,071  591,446     560,846  

Options exercisable at end of year       380,428  478,446     560,846  

Options available for grant 
at end of year                           327,198   296,548      55,500  



At April 30, 1995 and 1994 option prices per share were $5.00 -
$6.875

The excess of the consideration received over the par value of
the common stock or cost of treasury stock issued under these
option plans has been recognized as an increase in additional
paid-in capital. No charges are made to income with respect to
stock options.

Restricted Stock Plan:

During fiscal 1990, the Company adopted a Restricted Stock Plan
which provides that key management employees may be granted
rights to purchase an aggregate of 250,000 shares of the
Company's common stock. The grants, transferability restrictions
and purchase price are determined at the discretion of a special
committee of the board of directors. The purchase price may not
be less than the par value of the common stock.

                                    					 1995              1994        1993 

Exercisable at beginning of year         25,000          7,500          7,500 

Granted (purchase price - 
$1.00 per share)                                        25,000            
Exercised and expired                                   (7,500)                

Exercisable at end of year                25,000          25,000        7,500 

Balance of shares available for 
grant at end of year                      152,500       152,500       178,000 



Transferability of shares is restricted for a four year period,
except in the event of a change in control as defined. Amounts
shown as unearned compensation in stockholders' equity represent
the excess of the fair market value of the shares over the
purchase price at the date of grant which is being amortized as
compensation expense over the period in which the restrictions
lapse.


 Employee Stock Ownership Plan/Stock Bonus Plan:

During 1990 the Company amended its Stock Bonus Plan to become
an Employee Stock Ownership Plan (ESOP). This amendment became
effective January 1, 1990. A loan in the amount of $5,000,000
was negotiated with a bank on May 22, 1990 to fund the Trust.
The loan is for a ten year period with forty equal quarterly
installments of $125,000, plus interest at various rates at the
Company's option. The Company reacquired 374,435 shares of its
common stock during fiscal 1990. These shares plus approximately
340,000 additional shares issued by the Company from its
authorized, unissued shares were sold to the ESOP in May 1990.

Shares are released for allocation to participants based on the
ratio of the current year's debt service to the sum of the
current year's debt service plus the principal to be paid for
all future years.  At April 30,1995, 405,260 shares were
allocated to participant accounts.

Effective May 1,1994, the company changed its method of
accounting for its ESOP in accordance with Statement of Position
("SOP") 93-6.  In accordance with SOP 93-6 the annual expense
related to the leveraged ESOP, determined as interest incurred
on the note plus compensation cost based on the fair value of
the shares released was approximately $479,000 for the year
ended April 30,1995.  For the year ended April 30,1994 and 1993,
compensation cost was based on the cost of the shares released
and the annual expense (including interest) was $610,000 and
$711,000, respectively.  The effect of this change on the
statement of operations for the year ended April 30,1995 was a
benefit of $208,000 or $.04 per share.

The SOP also requires that ESOP shares that are committed to be
released are considered outstanding for purposes of calculating
earnings per share.  In fiscal 1994 and 1993 all ESOP shares
were considered outstanding for purposes of calculating earnings
per share.  The fair value of unallocated shares approximates
$1.7 million at April 30,1995.

Deferred Compensation Plan:

The Company has instituted a program for key employees providing
for the payment of benefits upon retirement or death. Under the
plan, these employees receive specified retirement payments for
the remainder of the employees' life with a minimum payment of
ten years' benefits to either the employee or their
beneficiaries. The plan also provides for reduced benefits upon
early retirement or termination of employment. The Company has
purchased whole life insurance policies on each of the
participant's lives which it intends to use to fund the
liabilities under the plan.

Deferred compensation expense charged to operations during the
years ended April 30, 1995, 1994, and 1993 was approximately
$717,000, $598,000, and $324,000, respectively.

Profit Sharing Plan:

The Company adopted a profit sharing plan and trust under
section 401(k) of the Internal Revenue Code.  This plan allows
all eligible employees to defer a portion of their income
through voluntary contributions to the plan. In accordance with
the provisions of the plan, the Company can make discretionary
matching contributions in the form of cash or common stock.
There were no such contributions in fiscal 1995, 1994 or 1993.


12.      Income Taxes

The provision (benefit) for income taxes consists of the
following (in thousands):

                           				 1995    1994      1993 

Current Federal                          ($92)   ($1,492)  

Current State and Local          $82       42      304   

Deferred                                         (2,242)  

                            				 $82     ($50)    ($3,430)  





The components of deferred taxes are as follows (in thousands):

                     			1995    1994    

Deferred tax assets:                    

  Accounts receivable   $372    $87     

  Employee benefits     1,350   1,163         

  Inventory              353     494     

  Asset writedowns      719     1,346   

Net operating loss 
carryforwards          4,456   3,387   

 Total deferred tax 
   asset                7,250   6,477   

			

Deferred tax liabilities:                       

Property, plant and 
equipment               2,220   2,145   

  Miscellaneous                    39   

Total deferred 
tax liability           2,220   2,184   

Net deferred tax asset  5,030   4,293   

Valuation allowance     (5,030) (4,293)         

                     			$       $               


The following table reconciles the reported income tax expense
(benefit) with the amount computed using the federal statutory
income tax rate.

                               					  1995           1994         1993 

	(In thousands)           

Computed "expected" tax benefit     ($1,352)        ($1,588)    ($3,875) 

State and local tax, net of 
federal benefit                          55                 89       168 

Dividend received deduction              (22)            (22)         (22) 

Loss carryforward for which no 
tax benefit was recorded                1,372           1,454    

Other items, net, none of which 
individually exceeds 5% of
federal taxes at statutory rates          29             17              299  

                                  					$82             ($50)         ($3,430) 



Tax benefits were provided on pre-tax losses for financial
reporting purposes in 1993 by reversing previously established
deferred tax credits. At April 30, 1995, the Company has net
operating loss carryforwards of approximately $11 million which
may be applied against future taxable income and which expire
beginning in 2008.


13.  Industry and Operations

The Company is engaged in the manufacture and sale of precision
time and frequency control products for defense and space for
U.S. Government end use and commercial communication and
non-U.S. defense and space. As a result, the Company's
operations have been classified into two business segments as
follows (in thousands):

                     			  1995           1994            1993 

Net sales:                       

  Commercial             $ 6,103         $ 8,597         $10,509  

  U.S. Government       17,978           18,867          32,722  

Operating income (loss):                         

  Commercial            (2,088)         (1,982)         (1,730) 

  U.S. Government        281            (513)           (2,837) 

  Corporate             (4,218)         (3,679)         (7,712) 

Identifiable assets:                     

  Commercial             6,348          10,677          14,067 

  U.S. Government       27,606          37,838          48,872 

  Corporate             31,078          24,140          34,126 

Depreciation:                    

  Commercial            351             275             562 

  U.S. Government       615             1,202           1,508 

  Corporate             29              99              81 

Capital expenditures:                    

  Commercial            40              124             254 

  U.S. Government       128             277             1,156 

  Corporate                              3              4,282 



Aggregate sales to Hughes Aircraft Company, TRW, and Raytheon
Corp. each exceeded 10% of the Company's consolidated sales and
collectively were approximately 56% of the Company's
consolidated sales during the fiscal year ended April 30, 1995.
Aggregate sales to Hughes Aircraft Company and Raytheon Corp.
each exceeded 10% of the Company's consolidated sales and
collectively were approximately 40% and 33% of the Company's
consolidated sales during the fiscal years ended April 30,1994
and 1993, respectively.  Substantially all of these sales were
for U.S. Government end use. The loss by the Company of any one
of these customers, or the loss by any of such customers of its
U.S. Government contracts which are partially subcontracted to
the Company, would have a material adverse effect on the
Company's business. The Company believes its relationship with
these companies to be mutually satisfactory and is not aware of
any prospect for the cancellation of any of their U.S.
Government contracts in which the Company is involved, except
for the possible effect of the pending U.S. Government
investigation discussed in Note 9.










Export sales were as follows (in thousands):

      	 1995    1994     1993 

Canada  $1,071          $1,079 

Italy     663   $2,032   287 

United 
Kingdom   671     903     1,637 

Taiwan   164     886     

Japan    291     602     1,120 

Israel   426             

Brazil   372             

Other    254     30      686 

      	$3,912  $4,453  $4,809 

			



14.     Interim Results (Unaudited)

Quarterly results for fiscal years 1995 and 1994 are as follows
(in thousands, except per share data):      
                                 1995 Quarter
	              	 1st             2nd             3rd             4th 

Net sales       $6,616          $5,958          $5,479          $6,028  

Gross profit    1,375            698             613             793  

Loss before 
cumulative 
effect of 
accounting 
change        (613)          (1,713)           (470)            (1,262) 

Net loss      (398)          (1,713)           (470)            (1,262) 

*Loss per 
share         (0.07)            (0.32)          (0.09)         (0.31) 

Loss per 
share before 
cumulative 
effect of 
accounting 
change        (0.11)          (0.32)            (0.09)         (0.31) 





                           				  1994 Quarter                            

                    			1st      2nd            3rd             4th 

Net sales               $5,458    $4,362      $6,319          $11,325  

Gross profit            1,565    844            (1,140)          1,112  

Net Earnings (loss)      43      (285)          (3,032)         (1,348) 

Earnings (loss) 
per share                0.01   (0.05)          (0.56)          (0.25) 

				



*Quarterly earnings per share data does not equal the annual
amount due to changes in the average common equivalent shares
outstanding.


15.    Other Information

The following provides information about investing and financing
activities of the Company that affect assets or liabilities but
do not result in cash flow for the three years ended April 30,
1995, 1994 and 1993 and, therefore, are excluded from the
Consolidated Statements of Cash Flows (in thousands):

                     		  1995        1994         1993 

Reclassification 
of a building to 
investment in direct 
finance
lease (see Note 8)                               $9,000 

Reclassification of a 
building to asset 
held for sale (see Note
2)                                   $2,700         

Write-off of fully 
depreciated fixed asset   $6,634                 





16.     Related Party Transactions

On January 31,1995 the Company purchased 225,000 shares of its
common stock from an affiliate of Richard C. Blum & Associates
L.P. (collectively, with its affiliates, "Blum") at the then
quoted bid price of $4.25 per share or $956,250.  Blum's
ownership of the Company's outstanding common stock was thereby
reduced from 16.64% (876,350 shares) to 12.92% (651,350).



FREQUENCY ELECTRONICS, INC. and SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

Column A      Column B          Column C             Column D        Column E 

                          	      Additions                        

Description    Balance at  Charged to  Charged to      Deductions   Balance at
	               beginning   costs and   other accounts   -describe   end of
	               of period   expenses    - describe                   of period
		

Year ended April 
30, 1995 
Allowance 
for doubtful 
accounts       $562                                                   $562 

Year ended April 
30, 1994 
Allowance 
for doubtful 
accounts        $562                                                  $562 

Year ended April 
30, 1993 
Allowance 
for doubtful 
accounts        $850                                     $288(a)      $562 



(a)     Accounts written off

Item 9.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

NONE

PART III

Item 10.  Directors and Executive Officers of the Registrant

This item is incorporated herein by reference from the
Registrant's definitive proxy statement for the annual meeting
of stockholders to be held on October 10,1995.

Item 11.  Executive Compensation

This item is incorporated herein by reference from the
Registrant's definitive proxy statement for the annual meeting
of stockholders to be held on October 10,1995.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management

This item is incorporated herein by reference from the
Registrant's definitive proxy statement for the annual meeting
of stockholders to be held on October 10,1995.

Item 13.  Certain Relationships and Related Transactions

This item is incorporated herein by reference from the
Registrant's definitive proxy statement for the annual meeting
of stockholders to be held on October 10,1995.


PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports
on Form 8-K

(a)     (1) FINANCIAL STATEMENTS

The financial statements and financial statement schedules are
listed below and are filed as part of this report.

Index to Financial Statements and Financial Statement Schedules

Included in Part II of this report:

						Page(s)

Report of Independent Accountants                32-33

Consolidated Balance Sheets                      34-35 
April 30, 1995 and 1994

Consolidated Statements of Operations - 
years ended April 30,
1995, 1994 and 1993                               36

Consolidated Statements of 
Changes in Stockholders' Equity -
years ended April 30, 1995, 1994 and 1993         37

Consolidated Statements of      
Cash Flows - years ended        
April 30, 1995, 1994 and 1993                     38-39

Notes to Consolidated Financial Statements      40-57



(2) Financial Statement Schedules

Included in Part II of this report:

Schedule II - Valuation and     Qualifying Accounts     58

Other financial statement schedules are omitted because they are
not required, or the information is presented in the
consolidated financial statements or notes thereto.

(3) EXHIBITS

The exhibits listed on the accompanying index to exhibits on
page 61 are filed as part of this annual report.

(b)     REPORTS ON FORM 8-K

Registrant's Form 8-K, dated January 27,1995, containing
disclosure under Items 5 and 7 thereof, was filed with the
Securities and Exchange Commission during the quarter ended
April 30, 1995.

INDEX TO EXHIBITS

ITEM 14(a)3

Certain of the following exhibits were filed with the Securities
and Exchange Commission as exhibits, numbered as indicated
below, to the Registration Statement or report specified below,
which exhibits are incorporated herein by reference:



                                                						 	Exhibit No.
						                                                 	as filed with 
						                                                 	Registration
Exhibit No.     Identifica-                             Statement or
in this         tion per Reg.   Description             report specified
Form 10-K        229.601(b)     of Exhibit              below          

1               (3)             Copy of Certificate of
                            				Incorporation of the
			                            	Registrant filed with
			                            	the Secretary of State
				                            of Delaware (1)                 3.1


2                (3)            Amendment to Certificate
                            				of Incorporation of the
			                            	Registrant filed with
                            				the Secretary of State
			                            	of Delaware on March 27,
			                            	1981 (2)                       3.2


3                (3)            Copy of By-Laws of the 
                            				Registrant, as amended
			                            	to date (3)                     3.3



4               (4)             Specimen of Common Stock               4.1
                            				certificate (1)



5               (10)            Lease agreement as amended,
                            				between Registrant and Hyde
			                            	Park Associates (predecessor
			                            	in interest to We're 
	                            			Associates Company) (4)              10.1



6               (10)            Stock Bonus Plan of Registrant
                            				and Trust Agreement
			                            	thereunder (4)                       10.2







                                                 							Exhibit No.
					                                                 		as filed with
					                                                 		Registration
Exhibit No.     Identifica-                             Statement or
in this         tion per Reg.   Description             report specified
Form 10-K        229.601(b)     of Exhibit              below          


7               (10)            Employment agreement            
                            				between Registrant and          
			                            	Martin B. Bloch (4)             10.3

8               (10)            Employment agreement            
                            				between Registrant and          
		                            		Abraham Lazar (4)               10.4

9               (10)            Employment agreement            
                            				between Registrant and          
		                            		John C. Ho    (4)               10.5

10              (10)            Employment agreement            
                            				between Registrant and          
			                            	Marvin Meirs (4)                 10.6

11              (10)            Employment agreement            
                            				between Registrant and          
		                            		Alfred Vulcan (4)                10.7

12              (10)            Employment agreement            
                            				between Registrant and          
		                            		Harry Newman (4)                10.8

13              (10)            Employment agreement            
                            				between Registrant and          
			                            	Marcus Hechler (4)              10.9


14              (10)            Form of stock escrow            
                            				agreement between Vincenti
			                            	& Schickler as escrow agent               
			                            	and certain officers
		                            		of Registrant (4)                10.10

15              (10)            Form of Agreement concerning            
                            				Executive Compensation (2)       10.11

16              (10)            Bond Purchase Agreement         
                            				between Nassau County
	                            			Industrial Development          
	                            			Agency, Long Island Trust               
			                            	Company,The Bank of New         
		                            		York, Bank Leumi Trust          
		                            		Company of New York
			                            	and Registrant (5)              16

                                                    							Exhibit No.
						                                                   	as filed with
						                                                  	Registration
Exhibit No.     Identifica-                             Statement or
in this         tion per Reg.   Description             report specified
Form 10-K        229.601(b)     of Exhibit              below          

17              (10)            Five Million dollar             
                            				Industrial Development          
			                            	Bonds of
		                            		Registrant              
			                            	with Nassau County              
			                            	Industrial Development          
			                            	Agency    (5)                   17

18              (10)            Lease Agreement between         
                            				Registrant and the County               
			                            	of Nassau (5)                   18

19              (10)            Assignment of Lease             
                            				between Registrant and          
		                            		the County of Nassau by             
	                            			Registrant to the Nassau                
	                            			County Industrial              
                            				Development Agency and the              
		                            		Acknowledgment and
	                            			Consent of the County 
			                            	of Nassau (5)                    19

20              (10)            Installment Sale Agreement              
                            				between the Nassau County
			                            	Industrial Development          
	                            			Agency and Registrant, and              
			                            	the promissory notes                
			                            	of Registrant to the Nassau             
			                            	County Industrial
		                            		Development Agency and 
			                            	Long Island Trust Company, 
			                            	The Bank of New York                
			                            	and Bank Leumi Trust Company            
			                            	of New York (5)                 20

21        (10)                  Assignment of Installment Sale          
                            				Agreement between the
			                            	Nassau County Industrial 
	                            			Development Agency and 
			                            	Registrant,from the                
				                            Nassau County Industrial                
		                            		Development Agency to
			                            	Long Island Trust Company, 
			                            	The Bank of New York, Bank 
			                            	Leumi Trust Company of New York, 
			                            	and the Acknowledgment and
		                            		Consent of Registrant (5)        21

                                                 							Exhibit No.
							                                                 as filed with
				                                                 			Registration
Exhibit No.     Identifica-                             Statement or
in this         tion per Reg.   Description             report specified
Form 10-K        229.601(b)     of Exhibit              below          



22              (10)            Guaranty Agreement from         
                            				Registrant, Marlboro            
			                            	Research Corporation,            
			                            	Tek-Wave, Inc., Atomichron,             
			                            	Frequency Electronics             
			                            	International Corp. to Long             
			                            	Island Trust Company,
		                            		The Bank of New York and Bank               
			                            	Leumi Trust Company of          
			                            	New York (5)                     22

23              (10)            Bill of Sale from Registrant            
                            				Conveying personal property                
	                            			to the Nassau County            
			                            	Industrial Development          
	                            			Agency  (5)                      23

24              (10)            Leasehold Mortgage between              
                            				the Nassau County
			                            	Industrial Development Agency 
			                            	and Long Island Trust Company,
		                            		The Bank of New York and Bank               
			                            	Leumi Trust Company of New             
			                            	York, and the Acknowledgment            
                            				and Consent of the             
			                            	Registrant (5)                  24

25              (10)            Registrant's 1982 Incentive             
                            				Stock Option Plan (5)           25

26              (10)            Amendment dated April 19,               
                            				1981 to Stock Bonus Plan                
		                            		of Registrant and Trust            
			                            	Agreement (3)                    20.1

27              (3)             Amendment to Certificate                
                            				of Incorporation of
			                            	the Registrant filed with           
			                            	Secretary of State of           
	                            			Delaware on October 26,             
			                            	1984 (6)                        27

28              (10)            Registrant's 1984 Incentive             
                            				Stock Option Plan (6)           28

                                                     							Exhibit No.
						                                                   	as filed with
						                                                  	Registration
Exhibit No.     Identifica-                             Statement or
in this         tion per Reg.   Description             report specified
Form 10-K        229.601(b)     of Exhibit              below          


29              (10)            Pledge and Assignment           
                            				dated December 1, 1985          
			                            	between Registrant,             
			                            	Nassau County Industrial                
			                            	Development Agency
			                            	and National Westminster            
			                            	Bank USA (7)                    29

30              (10)            Bond Purchase Agreement         
                            				dated December 1, 1985          
		                            		between Registrant, Nassau              
			                            	County Industrial               
	                            			Development Agency
	                            			and National Westminster            
			                            	Bank USA (7)                    30

31              (10)            Three Million Five Hundred              
                            				Thousand Dollar 1985            
				                            Industrial Development          
			                            	Revenue Bond of Registrant              
			                            	with Nassau County Industrial        
		                            		Development Agency (7)          31

32              (10)            Mortgage and Security                   
                            				Agreement dated December
			                            	1, 1985 between Nassau County              
	                            			Industrial Development Agency             
			                            	and National Westminster                      
			                            	Bank USA (7)                     32

33              (10)            Sales Agreement dated           
                            				December 1, 1985 between                
		                            		Nassau County Industrial                  
			                            	Development Agency and  
	                            			Registrant (7)                  33

34              (10)            Three Million Five Hundred              
                            				Thousand Dollar Promissory              
				                            Note dated December l,                  
				                            1985 between Registrant,             
			                            	Nassau County Industrial                
		                            		Development Agency
		                            		and National Westminster            
			                            	Bank USA (7)                    34
				
                                                  							Exhibit No.
					                                                 		as filed with
				                                                 			Registration
Exhibit No.     Identifica-                             Statement or
in this         tion per Reg.   Description             report specified
Form 10-K        229.601(b)     of Exhibit              below          


35              (10)            Guaranty dated          
                            				December 1, 1985, between               
	                            			Registrant, Marlboro                
			                            	Research Corporation,           
			                            	Tek-Wave, Inc.,
				                            Atomichron, Inc., 
	                            			Frequency Electronics             
			                            	International Corp.and             
		                            		Brightline Corporation          
		                            		to National Westminster         
		                            		Bank USA (7)                     35

36              (10)            Registrant's Cash or Deferral           
                            				Profit Sharing Plan
	                            			and Trust under Section 401                 
	                            			Internal Revenue Code,          
		                             	dated April 1, 1985 (7)         36

37              (22)            List of subsidiaries of         
                             			Registrant (7)                  37

38              (11)            Computation of Earnings                 
                            				Included in the Financial                       
			                            	Statement per Share of                  
		                            		Common Stock    

39              (10)            Amendment Restated Effective            
                            				as of May 1, 1984 of
		                           		the Stock Bonus Plan and Trust
		                            		Agreement of Registrant (7)        39

40              (28)            Form 8-K dated January 20,              
                           				1987 and filed January
		                           		21, 1987 (File No. 1-8061) (8)    No Number

41              (28)            Form 8-K dated June 25,         
                            				1987 and filed June 26,
			                            	1987 (File No. 1-8061) (9)         No Number

42              (3)             Amendment to Certificate                
                            				of Incorporation of
		                            		the Registrant filed with 
			                            	the Secretary of State of
                            				Delaware on October 22, 1986 (11)      42

43              (10)            Amendment Restated Effective            
                            				as of May 1, 1984 of the
			                            	Stock Bonus Plan and Trust 
                            				Agreement of Registrant (11)            43
			

                                                 							Exhibit No.
				                                                 			as filed with
						                                                 	Registration
Exhibit No.     Identifica-                             Statement or
in this         tion per Reg.   Description             report specified
Form 10-K        229.601(b)     of Exhibit              below          



44              (2)             Agreement of Purchase           
                            				and Sale between FEI    
		                            		Microwave,Inc. and TRW                    
			                            	Microwave, Inc. dated as             
		                            		of August 12, 1987 (10)          44

45              (3)             Amended and Restated            
                            				Certificate of          
		                            		Incorporation of
			                            	the Registrant filed with           
				                            the Secretary of State          
			                            	of Delaware on                      
		                            		October 26, 1987 (13)            45

46              (22)            List of Subsidiaries                    
                            				of Registrant (13)              46

47              (10)            Employment agreement            
                            				between Registrant and          
			                            	Charles Stone (12)              47

48              (10)            Employment agreement            
                               	between Registrant and          
				                        				Jerry Bloch (12)                48

       
49              (10)            Employment agreement            
			                            	between Registrant and          
				                        				Joseph Kastenholz (12)          49

     
50              (10)            Registrant's 1987               
                            				Incentive Stock Option          
			                         				Plan (12)                       50

      
51              (10)            Registrant Senior               
                            				Executive Stock Option          
				                        				Plan (12)                       51

52              (10)            Amendment dated Jan. 1, 1988            
                            				to Registrant's Cash or              
			                            	Deferred Profit Sharing Plan            
			                            	and Trust under Section
                            				401 of Internal Revenue 
	                            			Code (12)                        52

                                                 							Exhibit No.
				                                                 			as filed with
					                                                 		Registration
Exhibit No.     Identifica-                             Statement or
in this         tion per Reg.   Description             report specified
Form 10-K        229.601(b)     of Exhibit              below          

53              (10)            Amendment to Guarantee          
                            				dated as of Dec. 1, 1985                
			                            	made by Registrant to                
			                            	National Westminster Bank               
			                            	USA ("Nat West") dated as                
		                            		of Jan. 18, 1989 (12)           53

54              (10)            Loan Agreement between          
                            				FEIM and Nat West dated as              
 		                           		of Jan. 18, 1989 (12)            54

55              (10)            Note by FEIM in favor of                
                            				Nat West dated as of            
			                            	Jan. 18,1989 (12)               55

56              (10)            Loan Agreement between          
                            				Tech 1 and Nat West dated               
	                            			as of Jan. 18, 1989 (12)        56

57              (10)            Note by Tech 1 in favor         
                            				of Nat West dated as of         
	                            			Jan.18, 1989 (12)               57

58              (10)            Executive Incentive             
                            				Compensation Plan
	                            			between Registrant and 
			                            	various employees (12)          58

59              (3)             Amended Certificate of In-              
                            				corporation of the
			                            	Registrant filed with the 
			                            	Secretary of State of Delaware 
	                            			on November 2, 1989 (13)        59

60              (10)            Registrant's Employee Stock 
                            				Option Plan (13)                 60

61              (10)            Loan Agreement between           
                            				Registrant and Nat West                 
			                            	dated May 22, 1990 (13)         61

62              (10)            Loan Agreement between  
                            				Registrant's Employee           
		                            		Stock Ownership Plan and      
			                            	Registrant dated                
				                            May 22, 1990 (13)               62


NOTES:



(1)     Filed with the SEC as an exhibit, numbered as indicated
above, to the registration statement of Registrant on Form S-1,
File No. 2-29609, which exhibit is incorporated herein by
reference.



(2)     Filed with the SEC as an exhibit, numbered as indicated
above, to the registration statement of Registrant on Form S-1,
File No. 2-71727, which exhibit is incorporated herein by
reference.



(3)     Filed with the SEC as an exhibit, numbered as indicated
above, to the annual report of Registrant on Form 10-K, File No.
1-8061 for the year ended April 30, 1981, which exhibit is
incorporated herein by reference.



(4)     Filed with the SEC as an exhibit, numbered as indicated
above, to the registration statement of Registrant on Form S-1,
File No. 2-69527, which exhibit is incorporated herein by
reference.



(5)     Filed with the SEC as an exhibit, numbered as indicated
above, to the annual report of Registrant on Form 10-K, File No.
 1-8061, for the year ended April 30, 1982, which exhibit is
incorporated herein by reference.



(6)     Filed with the SEC as an exhibit, numbered as indicated
above, to the annual report of Registrant on Form 10-K, File No.
1-8061, for the year ended April 30, 1985, which exhibit is
incorporated herein by reference.



(7)     Filed with the SEC as exhibit, numbered as indicated above,
to the annual report of Registrant on Form 10-K, File No.
1-8061, for the year ended April 30, 1986, which exhibit is
incorporated herein by reference.



(8)     Filed with the SEC as an exhibit, numbered as indicated
above, to the annual report of Registrant on Form 8-K, dated
January 15, 1987, which exhibit is incorporated herein by
reference.



(9)     Filed with the SEC as an exhibit, numbered as indicated
above, to the annual report of Registrant on Form 8-K, dated
June 25, 1987, which exhibit is incorporated herein by reference.


(10)  Filed with the SEC as an exhibit, numbered as indicated
above, to the annual report of Registrant on Form 8-K, dated
August 12, 1987, which exhibit is incorporated herein by
reference.



(11)    Filed with the SEC as an exhibit, numbered as indicated
above, to the annual report of Registrant on Form 10-K, File No.
1-8061, for the year ended April 30, 1987, which exhibit is
incorporated herein by reference.



(12)    Filed with the SEC as an exhibit, numbered as indicated
above, to the annual report of Registrant on Form 10-K, File No.
1-8061, for the year ended April 30, 1989, which exhibit is
incorporated herein by reference.



(13)    Filed with the SEC as an exhibit, numbered as indicated
above, to the annual report of Registrant on Form 10-K, File No.
1-8061, for the year ended April 30, 1990, which exhibit is
incorporated herein by reference.




SIGNATURES



	Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



FREQUENCY ELECTRONICS, INC.

Registrant



By:   /s/ Dawn R. Johnston       

		  Dawn R. Johnston                       Vice President Finance        



Dated:  July 26, 1995



	Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated:



Signature                   Title                        Date



 /s/ Joseph P. Franklin       Chairman of the Board;    7/26/95
    (Joseph P. Franklin)      Chief Executive Officer            
                       			    and Director



 /s/ John Ho                  Director and Vice President    7/26/95
    (John Ho)



 /s/ Joel Girsky              Director                       7/26/95
    (Joel Girsky)



 /s/ Martin B. Bloch       President and Director            7/26/95
    (Martin B. Bloch)







 


 5
 1000
       
                             
                   12-MOS
                          APR-30-1995
                               APR-30-1995
                                            4291
                                     11387
                                    14456
                                       562
                                      11168
                                 42315
                                           23984
                                   14792
                                   65032
                             3259
                                          12187
                                          6006
                                0
                                          0
                                       40808
                     65032
                                          24081
                                 24081
                                            20602
                                    30106
                                     0
                                     0
                                1034
                                 (3976)
                                        82
                             (4058)
                                       0
                                      0
                                          215
                                    (3843)
                                    (.80)
                                    (.80)